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Memorandum And Articles - SUNTECH POWER HOLDINGS CO., LTD. - 11-1-2005

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									EXHIBIT 3.1 THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF

SUNTECH POWER HOLDINGS CO., LTD.

THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD. (ADOPTED BY SPECIAL RESOLUTION PASSED ON 29 AUGUST 2005) 1 The name of the Company is SUNTECH POWER HOLDINGS CO., LTD. 2 The registered office of the Company shall be at the offices of M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, or at such other place as the Directors may from time to time decide. 3 The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2004 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands. 4 The liability of each Member is limited to the amount from time to time unpaid on such Member's shares. 5 The share capital of the Company is US$5,000,000 divided into 465,332,948 Ordinary Shares of a par value of US$0.01 each and 34,667,052 preferred shares of a par value of US$0.01 each (all of which are designated Series A Preferred Shares).

THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD. (ADOPTED BY SPECIAL RESOLUTION PASSED ON 29 AUGUST 2005) 1 The name of the Company is SUNTECH POWER HOLDINGS CO., LTD. 2 The registered office of the Company shall be at the offices of M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, or at such other place as the Directors may from time to time decide. 3 The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2004 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands. 4 The liability of each Member is limited to the amount from time to time unpaid on such Member's shares. 5 The share capital of the Company is US$5,000,000 divided into 465,332,948 Ordinary Shares of a par value of US$0.01 each and 34,667,052 preferred shares of a par value of US$0.01 each (all of which are designated Series A Preferred Shares). 6 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. 7 Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company.

2 THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD. (ADOPTED BY SPECIAL RESOLUTION PASSED ON 29 AUGUST 2005) INTERPRETATION

2 THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD. (ADOPTED BY SPECIAL RESOLUTION PASSED ON 29 AUGUST 2005) INTERPRETATION 1 In these Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:
"2005 ESOP" means Power Solar System Co. Ltd. Employee Stock Option Plan as adopted by Power Solar System Co. Ltd. on April 29, 2005 and any successor plan adopted by the Company. means all Ordinary Shares issued by the Company; provided that the term "Additional Ordinary Shares" does not include (i) Employee Securities; (ii) securities issued upon conversion of the Series A Preferred Shares or upon exercise of any outstanding warrants or options; (iii) securities issued in connection with any share split, share dividend, consolidation, recapitalization or other similar transaction of the Company; or (iv) any other security that is issued with the approval of a majority of the Board of Directors (including all of the Series A Directors, if any). means, with respect to a Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. means these articles of association of the Company as

"ADDITIONAL ORDINARY SHARES"

"AFFILIATE"

"ARTICLES"

3
originally framed or as from time to time amended. "ASSUMPTION AGREEMENT" means that certain agreement for the transfer and assumption of obligations dated on or around 16 August, 2005, between the Company, Power Solar System Co., Ltd. and certain other parties thereto. means the person for the time being performing the duties of auditor of the Company (if any). means the Board of Directors of the Company.

"AUDITOR"

"BOARD"

3
originally framed or as from time to time amended. "ASSUMPTION AGREEMENT" means that certain agreement for the transfer and assumption of obligations dated on or around 16 August, 2005, between the Company, Power Solar System Co., Ltd. and certain other parties thereto. means the person for the time being performing the duties of auditor of the Company (if any). means the Board of Directors of the Company. means Suntech Power Holdings Co., Ltd. of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than 50% of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of the board of directors of such Person; the term "Controlled" has the meaning correlative to the foregoing. Ordinary Shares issuable upon conversion of the Series A Preferred Shares. means the directors for the time being of the Company. includes an interim dividend. means, with respect to any Ordinary Share Equivalent at a given time, an amount equal to the quotient of (i) the sum of any consideration, if any, received by the Company with respect to the issuance of such Ordinary Share Equivalent and the lowest aggregate consideration receivable by the Company, if any, upon the exercise, exchange or conversion of the Ordinary Share Equivalent over (ii) the number of Ordinary Shares issuable upon the exercise, conversion or exchange of the Ordinary Share Equivalent. has the same meaning as in the Electronic Transactions Law (2003 Revision).

"AUDITOR"

"BOARD" "COMPANY" "CONTROL"

"CONVERSION SHARES"

"DIRECTORS"

"DIVIDEND" "EFFECTIVE CONVERSION PRICE"

"ELECTRONIC RECORD"

4
"EMPLOYEE SECURITIES" means any securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, share purchase, share bonus or other equity incentive plans, agreements or arrangements of the Company, each as approved by the Board (including all of the Series A Directors, if any) up to a maximum of 13,503,991 Ordinary Share Equivalents. means (a) the repurchase of Ordinary Shares from terminated employees, officers or consultants pursuant to contractual arrangements with the

"EXEMPTED DISTRIBUTION"

4
"EMPLOYEE SECURITIES" means any securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, share purchase, share bonus or other equity incentive plans, agreements or arrangements of the Company, each as approved by the Board (including all of the Series A Directors, if any) up to a maximum of 13,503,991 Ordinary Share Equivalents. means (a) the repurchase of Ordinary Shares from terminated employees, officers or consultants pursuant to contractual arrangements with the Company, (b) any exercise, conversion or exchange of Ordinary Share Equivalents, (c) a dividend on Ordinary Shares payable solely in Ordinary Shares and in accordance with the Memorandum and Articles, and (d) any repurchase of the Company's Series A Preferred Shares as provided herein. Mr. Shi Zhengrong and D&M Technologies Limited, jointly and severally. means a nation or government or any province or state or any other political subdivision thereof, and any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization. means a Person (other than a natural person) that is Controlled by the Company. means those directors from time to time serving on the Board of Directors who were nominated thereto by the holders of Series A Preferred Shares as of right pursuant to these Articles. means all classes and series of shares that are junior in rights and preferences to the Series A Preferred Shares, including the Ordinary Shares. means all national, state, local, municipal, and other laws, statutes, constitutions, ordinances, codes, edicts, decrees, injunctions, stipulations, judgments, orders, rulings, rules, regulations, assessments, writs, and

"EXEMPTED DISTRIBUTION"

"FOUNDER"

"GOVERNMENTAL AUTHORITY"

"GROUP COMPANY"

"INVESTOR DIRECTOR"

"JUNIOR SHARES"

"LAW"

5
requirements, whether temporary, preliminary or permanent, issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental or Regulatory Authority. "MEMBER" "MEMORANDUM" has the same meaning as in the Statute. means the memorandum of association of the Company as originally framed or as from time to time amended. means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at

"ORDINARY RESOLUTION"

5
requirements, whether temporary, preliminary or permanent, issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental or Regulatory Authority. "MEMBER" "MEMORANDUM" has the same meaning as in the Statute. means the memorandum of association of the Company as originally framed or as from time to time amended. means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. means an ordinary share of a par value of US$0.01 in the capital of the Company. means any share or security convertible or exchangeable for Ordinary Shares or any option, warrant or right exercisable for Ordinary Shares. means an individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity. means (i) The New York Stock Exchange or the Nasdaq Stock Market's National Market System or (ii) any other exchange of recognized international reputation and standing duly approved by the Company's Board of Directors, including the affirmative vote of the Investor Directors. means an IPO on a Qualified Exchange that values the Company at no less than US$500,000,000 immediately prior to the IPO and that results in aggregate proceeds to the Company of US$100,000,000, net of Selling Expenses. means the register maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate Register of Members.

"ORDINARY RESOLUTION"

"ORDINARY SHARE"

"ORDINARY SHARE EQUIVALENT"

"PERSON"

"QUALIFIED EXCHANGE"

"QUALIFIED IPO"

"REGISTER OF MEMBERS"

6
"REGISTERED OFFICE" means the registered office for the time being of the Company. means the common seal of the Company and includes every duplicate seal. means shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations. means, with respect to the issue or sale of any securities, any expenses payable directly or indirectly by the Company and any underwriting, brokerage or similar commissions, compensation, discounts or concessions paid or allowed by the

"SEAL"

"SECURITIES"

"SELLING EXPENSES"

6
"REGISTERED OFFICE" means the registered office for the time being of the Company. means the common seal of the Company and includes every duplicate seal. means shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations. means, with respect to the issue or sale of any securities, any expenses payable directly or indirectly by the Company and any underwriting, brokerage or similar commissions, compensation, discounts or concessions paid or allowed by the Company in connection with such issue or sale. means, with respect to the Company or a Group Company, the chief executive officer, the chief financial officer, the chief operating officer, and the chief technology officer of such company, and any member of management reporting directly to the board of directors or any of the foregoing officers. means US$2.3077 per share.

"SEAL"

"SECURITIES"

"SELLING EXPENSES"

"SENIOR MANAGER"

"SERIES A ORIGINAL ISSUE PRICE" "SERIES A PREFERRED SHARE"

means a preferred share of a par value of US$0.01 in the capital of the Company and designated a series A preferred share. means a share or shares in the Company and includes a fraction of a share. means that certain share purchase agreement dated April 29, 2005, among the Company, Mr. Shi Zhengrong, certain Company warrantors and certain investors. has the same meaning as in the Statute, and includes a unanimous written resolution. means the Companies Law (2004 Revision) of the Cayman Islands. means that certain share swap agreement, dated on or around 16 August, 2005, among the Company, Power Solar System Co., Ltd. and certain other parties thereto.

"SHARE" and "SHARES"

"SHARE PURCHASE AGREEMENT"

"SPECIAL RESOLUTION"

"STATUTE"

"SWAP AGREEMENT"

7
"US GAAP" means generally accepted accounting principles in the United States, consistently applied.

2 In the Articles: 2.1 words importing the singular number include the plural number and vice versa; 2.2 words importing the masculine gender include the feminine gender; 2.3 words importing persons include corporations;

7
"US GAAP" means generally accepted accounting principles in the United States, consistently applied.

2 In the Articles: 2.1 words importing the singular number include the plural number and vice versa; 2.2 words importing the masculine gender include the feminine gender; 2.3 words importing persons include corporations; 2.4 "written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record; 2.5 references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time; 2.6 any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; 2.7 headings are inserted for reference only and shall be ignored in construing these Articles; and 2.8 in these Articles Section 8 of the Electronic Transactions Law (2003 Revision) shall not apply. COMMENCEMENT OF BUSINESS 3 The business of the Company may be commenced as soon after incorporation as the Directors shall see fit. 4 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration. ISSUE OF SHARES 5 Subject to the provisions, if any, in the Memorandum and Articles (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper. 6 The Company shall not issue Shares to bearer.

8 ORDINARY AND PREFERRED SHARES 7 The Ordinary Shares and the Series A Preferred Shares shall have the following rights and be subject to the following restrictions: DIVIDEND RIGHTS 7.1 Each holder of a Series A Preferred Share shall be entitled to receive dividends at the simple rate of 5% of the Series A Original Issue Price (as adjusted for any share splits, share dividends, consolidations, recapitalizations and similar transactions) per annum for each Series A Preferred Share held by such holder, on parity with each other, payable out of funds or assets when and as such funds or assets become legally available therefor, prior and in preference to any dividend on the Junior Shares; provided that such dividends shall be

8 ORDINARY AND PREFERRED SHARES 7 The Ordinary Shares and the Series A Preferred Shares shall have the following rights and be subject to the following restrictions: DIVIDEND RIGHTS 7.1 Each holder of a Series A Preferred Share shall be entitled to receive dividends at the simple rate of 5% of the Series A Original Issue Price (as adjusted for any share splits, share dividends, consolidations, recapitalizations and similar transactions) per annum for each Series A Preferred Share held by such holder, on parity with each other, payable out of funds or assets when and as such funds or assets become legally available therefor, prior and in preference to any dividend on the Junior Shares; provided that such dividends shall be payable only when, as, and if declared by the Board of Directors, and all such dividends per Series A Preferred Share shall be non-cumulative from the date of issuance of such Series A Preferred Share. 7.2 No dividends shall be declared or paid on any Junior Shares during any previous or current fiscal year of the Company until all accrued dividends in the amounts set forth in Article 7.1 above shall have been paid or declared and set apart during that fiscal year and unless and until a dividend in like amount as is declared or paid on such Junior Share has been declared or paid on each outstanding Series A Preferred Share (on an as converted basis). VOTING RIGHTS 7.3 General Rights. Subject to the provisions of the Memorandum and the Articles, at all general meetings of the Company: (a) the holder of each Ordinary Share issued and outstanding shall have one vote in respect of each Ordinary Share held, and (b) the holder of each Series A Preferred Share shall be entitled to such number of votes as equals the whole number of Ordinary Shares into which such holder's collective Series A Preferred Shares are convertible immediately after the close of business on the record date of the determination of the Company's shareholders entitled to vote or, if no such record date is established, at the date such vote is taken or any written consent of the Company's shareholders is first solicited. Subject to provisions to the contrary elsewhere in the Memorandum and these Articles, including the limitations set forth in Articles 7.4, 7.5 and 7.6 or as required by the Statute, the holders of Series A Preferred Shares shall vote together with the holders of Ordinary Shares, and not as a separate class or series, on all matters put before the Members. PROTECTIVE PROVISIONS (ACTS OF THE COMPANY AND ANY GROUP COMPANY) 7.4 For so long as any Series A Preferred Shares remains outstanding, the following actions by the Company shall be deemed to constitute a variation of the rights of the holders of the Series A Preferred Shares then outstanding, and in addition to any other vote or consent required elsewhere in the Memorandum and these Articles or by the Statute, neither the Company nor any Group Company (for purposes of this Article, the term "Company" means, in each case, the Company itself as well as any Group Company)

9 shall take any of the following actions without the prior written approval of holders of at least two-thirds (66.667%) of the Series A Preferred Shares then outstanding: (1) any amendment of the Memorandum and these Articles of the Company; (2) any merger or consolidation involving the Company (whether or not the Company is the surviving corporation); (3) any sale, lease, exchange or other disposition of all or substantially all of the assets of the Company (including the disposition or exclusive license of any of the Company's intellectual property); liquidation of all or substantially all of the Company; or a voluntary dissolution, or a revocation of voluntary dissolution (judicial or non-judicial) of the Company;

9 shall take any of the following actions without the prior written approval of holders of at least two-thirds (66.667%) of the Series A Preferred Shares then outstanding: (1) any amendment of the Memorandum and these Articles of the Company; (2) any merger or consolidation involving the Company (whether or not the Company is the surviving corporation); (3) any sale, lease, exchange or other disposition of all or substantially all of the assets of the Company (including the disposition or exclusive license of any of the Company's intellectual property); liquidation of all or substantially all of the Company; or a voluntary dissolution, or a revocation of voluntary dissolution (judicial or non-judicial) of the Company; (4) any increase or decrease in the total number of directors comprising the Board of Directors of the Company; (5) issuance or sale by the Company of any securities other than (x) any issuance of Conversion Shares, (y) grants of stock options which, upon exercise by their holder, shall entitle their holders to purchase up to an aggregate of 13,503,991 stock options to directors or employees of the Company and (z) any issuance of Ordinary Shares upon exercise of such stock options; (6) public offerings and/or registration of securities of the Company other than a Qualified IPO, whether sale of securities is made in connection therewith by the Company or by any shareholder of the Company; or the granting of any registration rights with respect to any securities, whether debt or equity, of the Company; and (7) creation, incurrence, assumption or permission to exist any mortgage, pledge, charge, lien or other encumbrance on all or substantially all of the assets of the Company. 7.5 For so long as any Series A Preferred Shares remains outstanding, in addition to any other vote or consent required elsewhere in the Memorandum and these Articles or by the Statute, neither the Company nor any Group Company (for purposes of this Article, the term "Company" means, in each case, the Company itself as well as any Group Company) shall take any of the following actions without the prior written approval of the Board of Directors, including the approval of the Investor Directors and, in the event that both Investor Directors do not approve such action, the action will not be deemed approved for purposes hereof without the prior written approval of (i) one (1) Investor Director and (ii) the affirmative vote (or written consent) of holders of at least two-thirds (66.667%) of the Series A Preferred Shares then outstanding: (1) any declaration or payment of any dividend or other distribution, direct or indirect, in cash or in property by the Company on account of any class of share capital of the Company now or hereafter outstanding; or any redemption or purchase or other acquisition, direct or indirect, by the Company of any such share capital (or any warrants, rights or options to acquire any such share capital); provided that this paragraph shall not apply in respect of the redemption of the Series A Preferred Shares as provided for in Article 7.10;

10 (2) any sale, transfer or other disposition of Ordinary Shares by (x) the Founder or other Senior Manager prior to a Qualified IPO and (y) any other holder of Ordinary Shares (other than any of the subscribers to the Series A Preferred Shares under the Swap Agreement or their transferees or assigns) representing more than a five percent (5%) equity interest in the Company (on a fully diluted, as-converted-to-ordinary-share basis); (3) any sale by any Senior Manager of any Employee Securities; (4) the termination or material amendment of a stock option plan including number of options, vesting period, and exercise price of options, and the adoption of any plan (x) with terms that materially differ from the 2005 ESOP, including without limitation option vesting on shorter than a three-year term, or (y) that increases the size of the

10 (2) any sale, transfer or other disposition of Ordinary Shares by (x) the Founder or other Senior Manager prior to a Qualified IPO and (y) any other holder of Ordinary Shares (other than any of the subscribers to the Series A Preferred Shares under the Swap Agreement or their transferees or assigns) representing more than a five percent (5%) equity interest in the Company (on a fully diluted, as-converted-to-ordinary-share basis); (3) any sale by any Senior Manager of any Employee Securities; (4) the termination or material amendment of a stock option plan including number of options, vesting period, and exercise price of options, and the adoption of any plan (x) with terms that materially differ from the 2005 ESOP, including without limitation option vesting on shorter than a three-year term, or (y) that increases the size of the available option pool in excess of 13,503,991 Ordinary Shares; (5) transactions by the Company with (u) its directors, (v) shareholders, (w) the Senior Managers, the Founder or their respective Affiliates, (x) close relatives of the Founder or Affiliates of such relatives, (y) close relatives of the Affiliates of the Founder or Affiliates of such relatives, or (z) any corporation or other entity of which majority equity is held or which is otherwise controlled by any of the Persons listed in (w) through (y) of this paragraph, jointly or respectively; (6) creation, incurrence, assumption, guarantee or otherwise becoming liable (directly or indirectly) by the Company with respect to any indebtedness (including capital leases) which represents an amount in excess of US$5,000,000 (in the aggregate); (7) the purchase or lease by the Company of any real estate property valued in excess of US$1,000,000 in aggregate in any 12-month period; (8) the purchase by the Company of listed or unlisted securities; (9) changes of the Company's independent public accountants or changes in accounting practices or policies; (10) acquisition by the Company of another business that would result in the consolidation by the Company of the financial results of such entity under US GAAP (whether through a stock purchase, stock swap or otherwise); any (x) acquisition of another business (whether through stock purchase, stock swap or otherwise) that would not result in the consolidation by the Company of the financial results of such entity under US GAAP or (y) acquisition of the assets of another business, which in the case of (x) or (y) is valued in excess of US$2 million (whether in a single transaction, or a number of transactions that are integral parts of a single transaction); approval of and material amendment to a joint venture or partnership by the Company; or the establishment of any subsidiary of the Company; (11) any expense or use of funds by the Company or its subsidiaries, individually (in the case of any capital expenditures or other line item expenditures) or in the aggregate, in excess of 10% of the relevant budgeted amount contemplated in the then-applicable annual business plan and budget prepared by the Company.

11 7.6 Election of the Board of Directors. The maximum number of persons comprising the Board of Directors shall be seven (7). So long as at least 40% of the Series A Preferred Shares purchased by the Investors remain outstanding (as appropriately adjusted for share splits, share dividends, recapitalizations and similar transactions), the holders of such Series A Preferred Shares shall have the right to appoint two (2) members of the Board of Directors. In such case, the two (2) Investors holding the greatest number of Series A Preferred Shares shall each have the right to nominate one (1) director, who shall be appointed to the Board of Directors by the vote of the holders of outstanding Series A Preferred Shares, voting together as a separate class and on an as converted to Ordinary Shares basis (each a "SERIES A DIRECTOR" and collectively, the "SERIES A DIRECTORS"). If less than 40% but at least 20% of the Series A Preferred Shares purchased by the Investors remain outstanding, the holders of such Series A Preferred Shares shall have the right to appoint one (1) member of the Board of Directors. In such case, the Investor holding the greatest number of Series A Preferred Shares shall have the right

11 7.6 Election of the Board of Directors. The maximum number of persons comprising the Board of Directors shall be seven (7). So long as at least 40% of the Series A Preferred Shares purchased by the Investors remain outstanding (as appropriately adjusted for share splits, share dividends, recapitalizations and similar transactions), the holders of such Series A Preferred Shares shall have the right to appoint two (2) members of the Board of Directors. In such case, the two (2) Investors holding the greatest number of Series A Preferred Shares shall each have the right to nominate one (1) director, who shall be appointed to the Board of Directors by the vote of the holders of outstanding Series A Preferred Shares, voting together as a separate class and on an as converted to Ordinary Shares basis (each a "SERIES A DIRECTOR" and collectively, the "SERIES A DIRECTORS"). If less than 40% but at least 20% of the Series A Preferred Shares purchased by the Investors remain outstanding, the holders of such Series A Preferred Shares shall have the right to appoint one (1) member of the Board of Directors. In such case, the Investor holding the greatest number of Series A Preferred Shares shall have the right to nominate the sole Series A Director who shall be appointed to the Board of Directors by the vote of the holders of outstanding Series A Preferred Shares, voting together as a separate class and on an as converted to Ordinary Shares basis. The holders of the Ordinary Shares, voting together as a separate class (and not with the Series A Preferred Shares), shall be exclusively entitled to vote on a resolution of members for the appointment of five (5) directors (the "COMMON Directors") to serve on the Board of Directors of the Company. Any vacancy occurring on the Board of Directors as a result of the death, resignation or removal of a Series A Director shall be filled according to this paragraph. When no Series A Preferred Shares are outstanding, all directors shall instead be elected by the holders of Ordinary Shares. LIQUIDATION RIGHTS 7.7 Liquidation Preferences. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (a "LIQUIDATION EVENT"): 7.7.1 Before any distribution or payment shall be made to the holders of any Junior Shares, each holder of Series A Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to one hundred and fifteen percent (115%) of the Series A Original Issue Price (in each case as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), plus all dividends declared and unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) per Series A Preferred Share then held by such holder. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series A Preferred Shares, then such assets shall be distributed among the holders of Series A Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon. 7.7.2 After distribution or payment in full of the amount distributable or payable on the Series A Preferred Shares pursuant to the above paragraph, the remaining assets of the Company available for distribution to members shall be distributed ratably

12 among the holders of outstanding Ordinary Shares in proportion to the number of outstanding Ordinary Shares held by them. 7.8 Liquidation on Sale or Merger. The following events shall be treated as a Liquidation Event unless waived by the holders of at least a majority of the outstanding Series A Preferred Shares, voting together as a single group on an as-converted basis: (1) any consolidation, amalgamation or merger of the Company with or into any other Person or other corporate reorganization, in which the members of the Company immediately prior to such consolidation, amalgamation, merger or reorganization, own less than 50% of the Company's voting power immediately after such consolidation, merger, amalgamation or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred, but excluding any transaction effected solely for tax purposes or to change the Company's domicile; (2) a sale, lease or other disposition of all or substantially all of the assets of the Company;

12 among the holders of outstanding Ordinary Shares in proportion to the number of outstanding Ordinary Shares held by them. 7.8 Liquidation on Sale or Merger. The following events shall be treated as a Liquidation Event unless waived by the holders of at least a majority of the outstanding Series A Preferred Shares, voting together as a single group on an as-converted basis: (1) any consolidation, amalgamation or merger of the Company with or into any other Person or other corporate reorganization, in which the members of the Company immediately prior to such consolidation, amalgamation, merger or reorganization, own less than 50% of the Company's voting power immediately after such consolidation, merger, amalgamation or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred, but excluding any transaction effected solely for tax purposes or to change the Company's domicile; (2) a sale, lease or other disposition of all or substantially all of the assets of the Company; (3) the exclusive licensing of all or substantially all of the Company's intellectual property to a third party; and upon any such event, any proceeds resulting to the shareholders of the Company therefrom shall be distributed in accordance with the terms of Article 7.7 above. CONVERSION RIGHTS 7.9 The holders of the Series A Preferred Shares shall have the following rights described below with respect to the conversion of the Series A Preferred Shares into Ordinary Shares. The number of Ordinary Shares to which a holder shall be entitled upon conversion of any Series A Preferred Share shall be the quotient of the Series A Original Issue Price divided by the then-effective Series A Conversion Price (the "SERIES A CONVERSION PRICE"). The initial Series A Conversion Price shall equal the Series A Original Issue Price multiplied by 0.8903. For the avoidance of doubt, the initial conversion ratio for Series A Preferred Shares to Ordinary Shares shall be 1:1.1232, subject to adjustments of the Series A Conversion Price, as set forth below: 7.9.1 Optional Conversion. (a) Subject to complying with the requirements of the Statute and Article 7.9, any Series A Preferred Share may, at the option of the holder thereof, be converted at any time into fully-paid and nonassessable Ordinary Shares based on the then-effective Series A Conversion Price. (b) The holder of any Series A Preferred Shares who desires to convert such shares into Ordinary Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series A Preferred Shares, and shall give written notice to the

13 Company at such office that such holder has elected to convert such shares. Such notice shall state the number of Series A Preferred Shares being converted. Thereupon, the Company shall promptly issue and deliver to such holder at such office a certificate or certificates for the number of Ordinary Shares to which the holder is entitled. No fractional Ordinary Shares shall be issued upon conversion of the Series A Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of Series A Preferred Shares upon the conversion of such Series A Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates representing the Series A Preferred Shares to be converted, and the person entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Ordinary Shares on such date. 7.9.2 Automatic Conversion.

13 Company at such office that such holder has elected to convert such shares. Such notice shall state the number of Series A Preferred Shares being converted. Thereupon, the Company shall promptly issue and deliver to such holder at such office a certificate or certificates for the number of Ordinary Shares to which the holder is entitled. No fractional Ordinary Shares shall be issued upon conversion of the Series A Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of Series A Preferred Shares upon the conversion of such Series A Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates representing the Series A Preferred Shares to be converted, and the person entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Ordinary Shares on such date. 7.9.2 Automatic Conversion. (a) Without any action being required by the holder of such share and whether or not the certificates representing such share are surrendered to the Company or its transfer agent, each Series A Preferred Share shall automatically be converted, based on the then-effective Series A Conversion Price, into Ordinary Shares upon the earlier of (i) the closing of a Qualified IPO or (ii) the vote or written consent of the holders of more than twothirds (66.667%) of the then outstanding Series A Preferred Shares (voting together as a single class). Any conversion pursuant to this Article shall be referred to as an "AUTOMATIC CONVERSION." (b) The Company shall not be obligated to issue certificates for any Ordinary Shares issuable upon the automatic conversion of any Series A Preferred Shares unless the certificate or certificates evidencing such Series A Preferred Shares is either delivered as provided below to the Company or any transfer agent for the Series A Preferred Shares, or the holder notifies the Company or its transfer agent that such certificate has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificate. The Company shall, as soon as practicable after receipt of certificates for the Series A Preferred Shares, or satisfactory agreement for indemnification in the case of a lost certificate, promptly issue and deliver at its office to the holder thereof a certificate or certificates for the number of Ordinary Shares to which the holder is entitled. No fractional Ordinary Shares shall be issued upon conversion of the Series A Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of converting Series A Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Any

14 person entitled to receive Ordinary Shares issuable upon the automatic conversion of the Series A Preferred Shares shall be treated for all purposes as the record holder of such Ordinary Shares on the date of such conversion. 7.9.3 Conversion Mechanism. The conversion hereunder of any Series A Preferred Share shall be effected in the following manner: (a) The Company shall redeem each Series A Preferred Share for aggregate consideration (the "REDEMPTION AMOUNT") equal to (a) the aggregate par value of any Ordinary Shares of the Company to be issued upon such conversion and (b) the aggregate value, as determined by the Board of Directors, of any other assets which are to be distributed upon such conversion. (b) Concurrent with the redemption of such shares, the Company shall apply the Redemption Amount for the benefit of the holder of the Series A Preferred Shares to pay for any Ordinary Shares of the Company issuable, and any other assets distributable, to such holder in connection with such conversion. (c) Upon application of the Redemption Amount, the Company shall issue to the holder of the Series A Preferred Shares all Ordinary Shares issuable, and distribute to such holder all other assets distributable, upon such conversion. 7.9.4 Series A Conversion Price. The Series A Conversion Price shall be adjusted from time to time as provided

14 person entitled to receive Ordinary Shares issuable upon the automatic conversion of the Series A Preferred Shares shall be treated for all purposes as the record holder of such Ordinary Shares on the date of such conversion. 7.9.3 Conversion Mechanism. The conversion hereunder of any Series A Preferred Share shall be effected in the following manner: (a) The Company shall redeem each Series A Preferred Share for aggregate consideration (the "REDEMPTION AMOUNT") equal to (a) the aggregate par value of any Ordinary Shares of the Company to be issued upon such conversion and (b) the aggregate value, as determined by the Board of Directors, of any other assets which are to be distributed upon such conversion. (b) Concurrent with the redemption of such shares, the Company shall apply the Redemption Amount for the benefit of the holder of the Series A Preferred Shares to pay for any Ordinary Shares of the Company issuable, and any other assets distributable, to such holder in connection with such conversion. (c) Upon application of the Redemption Amount, the Company shall issue to the holder of the Series A Preferred Shares all Ordinary Shares issuable, and distribute to such holder all other assets distributable, upon such conversion. 7.9.4 Series A Conversion Price. The Series A Conversion Price shall be adjusted from time to time as provided below: (a) Adjustment for Share Splits and Consolidations. If the Company shall at any time, or from time to time, effect a subdivision of the outstanding Ordinary Shares, the Series A Conversion Price in effect immediately prior to such subdivision shall be proportionately decreased. Conversely, if the Company shall at any time, or from time to time, consolidate the outstanding Ordinary Shares into a smaller number of shares, the Series A Conversion Price in effect immediately prior to the consolidation shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or consolidation becomes effective. (b) Adjustment for Ordinary Share Dividends and Distributions. If the Company makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Ordinary Shares payable in additional Ordinary Shares, the Series A Conversion Price then in effect shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying such Conversion Price

15 then in effect by a fraction (i) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution. (c) Adjustments for Other Dividends. If the Company at any time, or from time to time, makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution payable in securities of the Company other than Ordinary Shares or Ordinary Share Equivalents, then, and in each such event, provision shall be made so that, upon conversion of any Series A Preferred Share thereafter, the holder thereof shall receive, in addition to the number of Ordinary Shares issuable thereon, the amount of securities of the Company which the holder of such share would have received had the Series A Preferred Shares been converted into Ordinary Shares immediately prior to such event, all subject to further adjustment as provided herein. (d) Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions. If at any time, or from time to time, any capital reorganization or reclassification of the Ordinary Shares (other than as a result of a share

15 then in effect by a fraction (i) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution. (c) Adjustments for Other Dividends. If the Company at any time, or from time to time, makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution payable in securities of the Company other than Ordinary Shares or Ordinary Share Equivalents, then, and in each such event, provision shall be made so that, upon conversion of any Series A Preferred Share thereafter, the holder thereof shall receive, in addition to the number of Ordinary Shares issuable thereon, the amount of securities of the Company which the holder of such share would have received had the Series A Preferred Shares been converted into Ordinary Shares immediately prior to such event, all subject to further adjustment as provided herein. (d) Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions. If at any time, or from time to time, any capital reorganization or reclassification of the Ordinary Shares (other than as a result of a share dividend, subdivision, split or consolidation otherwise treated above) occurs or the Company is consolidated, merged or amalgamated with or into another Person (other than a consolidation, merger or amalgamation treated as a Liquidation Event), then in any such event, provision shall be made so that, upon conversion of any Series A Preferred Share thereafter, the holder thereof shall receive the kind and amount of shares and other securities and property which the holder of such share would have received had the Series A Preferred Shares been converted into Ordinary Shares on the date of such event, all subject to further adjustment as provided herein, or with respect to such other securities or property, in accordance with any terms applicable thereto. (e) Sale of Shares below the Series A Conversion Price. (i) If at any time, or from time to time, the Company shall issue or sell Additional Ordinary Shares for a consideration per share less than the then existing Series A Conversion Price, then, the Series A Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price equal to the price per share of such Additional Ordinary Shares.

16 (ii) For the purpose of making any adjustment to the Series A Conversion Price or number of Ordinary Shares issuable upon conversion of the Series A Preferred Shares, as provided above: i. To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale; ii. To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof (as determined in good faith by a majority of the Board of Directors including the Series A Directors, if any), as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and iii. If Additional Ordinary Shares or Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Shares or such Ordinary Share Equivalents shall be computed as that portion of the consideration received (as determined in good faith by a majority of the Board of Directors including the Series A Directors, if any) to be allocable to such Additional Ordinary Shares or Ordinary Share Equivalents. (iii) For the purpose of making any adjustment to the Series A Conversion Price provided in Article 7.9.4(e), if at

16 (ii) For the purpose of making any adjustment to the Series A Conversion Price or number of Ordinary Shares issuable upon conversion of the Series A Preferred Shares, as provided above: i. To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale; ii. To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof (as determined in good faith by a majority of the Board of Directors including the Series A Directors, if any), as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and iii. If Additional Ordinary Shares or Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Shares or such Ordinary Share Equivalents shall be computed as that portion of the consideration received (as determined in good faith by a majority of the Board of Directors including the Series A Directors, if any) to be allocable to such Additional Ordinary Shares or Ordinary Share Equivalents. (iii) For the purpose of making any adjustment to the Series A Conversion Price provided in Article 7.9.4(e), if at any time, or from time to time, the Company issues any Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares and the Effective Conversion Price of such Ordinary Share Equivalents is less than the Series A Conversion Price in effect immediately prior to such issuance, then, for purposes of calculating any adjustment with respect to the Series A Conversion Price, at the time of such issuance the Company shall be deemed to have issued the maximum number of Additional Ordinary Shares issuable upon the exercise, conversion or exchange of such Ordinary Share Equivalents and to have received in consideration for each Additional Ordinary Share deemed issued an amount equal to the Effective Conversion Price.

17 i. In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalent where the resulting Effective Conversion Price is less than the Series A Conversion Price at such date, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Series A Conversion Price, shall be recomputed to reflect such change as if, at the time of issue for such Ordinary Share Equivalent, the Effective Conversion Price applied. ii. For any Ordinary Share Equivalent with respect to which the Series A Conversion Price has been adjusted under this subclause (iii), no further adjustment of the Series A Conversion Price shall be made solely as a result of the actual issuance of Ordinary Shares upon the actual exercise or conversion of such Ordinary Share Equivalent. (f) Performance-Based Adjustment to Series A Conversion Price. On March 31, 2006, or, if later, upon the final delivery to the Company of its audited consolidated financial statements for the fiscal year ending on December 31, 2005 prepared in accordance with US GAAP, and as audited by one of the "big four" international accounting firms (the "2005 ACCOUNTS"): (i) If the consolidated after-tax net profit of the Company as reflected in the 2005 Accounts (the "2005 NET PROFIT") is greater than or equal to US$45,000,000, no adjustment shall be made to the Series A Conversion Price under this paragraph (f). (ii) If the 2005 Net Profit is less than US$45,000,000, then effective as of December 31, 2005 the Series A Conversion Price in effect on December 31, 2005 shall be adjusted by multiplying it by a fraction, the numerator of which shall be the "NEW VALUATION" of the Company (as defined below), and the denominator of which

17 i. In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalent where the resulting Effective Conversion Price is less than the Series A Conversion Price at such date, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Series A Conversion Price, shall be recomputed to reflect such change as if, at the time of issue for such Ordinary Share Equivalent, the Effective Conversion Price applied. ii. For any Ordinary Share Equivalent with respect to which the Series A Conversion Price has been adjusted under this subclause (iii), no further adjustment of the Series A Conversion Price shall be made solely as a result of the actual issuance of Ordinary Shares upon the actual exercise or conversion of such Ordinary Share Equivalent. (f) Performance-Based Adjustment to Series A Conversion Price. On March 31, 2006, or, if later, upon the final delivery to the Company of its audited consolidated financial statements for the fiscal year ending on December 31, 2005 prepared in accordance with US GAAP, and as audited by one of the "big four" international accounting firms (the "2005 ACCOUNTS"): (i) If the consolidated after-tax net profit of the Company as reflected in the 2005 Accounts (the "2005 NET PROFIT") is greater than or equal to US$45,000,000, no adjustment shall be made to the Series A Conversion Price under this paragraph (f). (ii) If the 2005 Net Profit is less than US$45,000,000, then effective as of December 31, 2005 the Series A Conversion Price in effect on December 31, 2005 shall be adjusted by multiplying it by a fraction, the numerator of which shall be the "NEW VALUATION" of the Company (as defined below), and the denominator of which shall be US$287,000,000. Notwithstanding the foregoing, in no event shall such adjustment cause the Investors' aggregate equity interest in the Company to exceed 40% of the Company share capital on a fully diluted basis (giving effect to the options issued under the ESOP). For purposes of this paragraph, the "NEW VALUATION" shall be an amount equal to the actual 2005 Net Profit multiplied by six (6). (g) Ownership Adjustment to the Series A Conversion Price. If the Company, directly or indirectly, owns less than 100% of the equity interest in Wuxi Suntech Power Co., Ltd. as of the one (1) year anniversary of May 6, 2005 (the "ANNIVERSARY DATE"), the then-effective Series A Conversion Price shall be further adjusted, effective as of the initial issuance of Series A

18 Preferred Shares, by subtracting from the then-effective Series A Conversion Price an amount equal to the product of (i) 0.20 and (ii) the Series A Original Issue Price, provided, however, that in the event the Company, directly or indirectly, acquires a 100% equity interest in Wuxi Suntech Power Co., Ltd. prior to the closing of a Qualified IPO, the then applicable Series A Conversion Price shall be adjusted upward by an amount equal to (a) the Series A Original Issue Price multiplied by 0.3097, in the event the acquisition of a 100% equity interest in Wuxi Suntech Power Co., Ltd. occurs following the Anniversary Date; or (b) the Series A Original Issue Price multiplied by 0.1097, in the event the acquisition a 100% equity interest in Wuxi Suntech Power Co., Ltd. occurs prior to the Anniversary Date; provided that in no event will the Series A Conversion Price be increased at any time pursuant to this paragraph (g) to an amount that is greater than the amount that would have applied at such time if (x) no effect was given to this paragraph (g) and (y) at the first date the Company issued any Series A Preferred Shares the Series A Conversion Price had been equal to US$2.3077. (h) Other Dilutive Events. In case any event shall occur as to which the other provisions of these Articles are not strictly applicable, but the failure to make any adjustment to the Series A Conversion Price would not fairly protect the conversion rights of the Series A Preferred Shares in accordance with the essential intent and principles hereof, then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in these Articles, necessary to

18 Preferred Shares, by subtracting from the then-effective Series A Conversion Price an amount equal to the product of (i) 0.20 and (ii) the Series A Original Issue Price, provided, however, that in the event the Company, directly or indirectly, acquires a 100% equity interest in Wuxi Suntech Power Co., Ltd. prior to the closing of a Qualified IPO, the then applicable Series A Conversion Price shall be adjusted upward by an amount equal to (a) the Series A Original Issue Price multiplied by 0.3097, in the event the acquisition of a 100% equity interest in Wuxi Suntech Power Co., Ltd. occurs following the Anniversary Date; or (b) the Series A Original Issue Price multiplied by 0.1097, in the event the acquisition a 100% equity interest in Wuxi Suntech Power Co., Ltd. occurs prior to the Anniversary Date; provided that in no event will the Series A Conversion Price be increased at any time pursuant to this paragraph (g) to an amount that is greater than the amount that would have applied at such time if (x) no effect was given to this paragraph (g) and (y) at the first date the Company issued any Series A Preferred Shares the Series A Conversion Price had been equal to US$2.3077. (h) Other Dilutive Events. In case any event shall occur as to which the other provisions of these Articles are not strictly applicable, but the failure to make any adjustment to the Series A Conversion Price would not fairly protect the conversion rights of the Series A Preferred Shares in accordance with the essential intent and principles hereof, then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in these Articles, necessary to preserve, without dilution, the conversion rights of the Series A Preferred Shares. (i) Certificate of Adjustment. In the case of any adjustment or readjustment of the Series A Conversion Price, the Company, at its sole expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of Series A Preferred Shares at the holder's address as shown in the Company's books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any Additional Ordinary Shares issued or sold or deemed to have been issued or sold, (ii) the number of Additional Ordinary Shares issued or sold or deemed to be issued or sold, (iii) the Series A Conversion Price in effect before and after such adjustment or readjustment, and (iv) the number of Ordinary Shares and the type and amount, if any, of other property which would be received upon conversion of the Series A Preferred Shares after such adjustment or readjustment.

19 (j) Notice of Record Date. In the event the Company shall propose to take any action of the type or types requiring an adjustment to the Series A Conversion Price or the number or character of the Series A Preferred Shares as set forth herein, the Company shall give notice to the holders of the Series A Preferred Shares, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Series A Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable upon the occurrence of such action or deliverable upon the conversion of the Series A Preferred Shares. In the case of any action which would require the fixing of a record date, such notice shall be given at least twenty (20) days prior to the date so fixed, and in the case of all other actions, such notice shall be given at least thirty (30) days prior to the taking of such proposed action. (k) Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of the Series A Preferred Shares, such number of its Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Shares. If at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Series A Preferred Shares, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purpose. (l) Notices. Any notice required or permitted pursuant to Article 7.9 shall be given in writing and shall be given

19 (j) Notice of Record Date. In the event the Company shall propose to take any action of the type or types requiring an adjustment to the Series A Conversion Price or the number or character of the Series A Preferred Shares as set forth herein, the Company shall give notice to the holders of the Series A Preferred Shares, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Series A Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable upon the occurrence of such action or deliverable upon the conversion of the Series A Preferred Shares. In the case of any action which would require the fixing of a record date, such notice shall be given at least twenty (20) days prior to the date so fixed, and in the case of all other actions, such notice shall be given at least thirty (30) days prior to the taking of such proposed action. (k) Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of the Series A Preferred Shares, such number of its Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Shares. If at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Series A Preferred Shares, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purpose. (l) Notices. Any notice required or permitted pursuant to Article 7.9 shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to each holder of record at the address of such holder appearing on the books of the Company. Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationallyrecognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

20 (m) Payment of Taxes. The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of Ordinary Shares upon conversion of Series A Preferred Shares, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of Ordinary Shares in a name other than that in which the Series A Preferred Share so converted were registered. REDEMPTION 7.10 Except as provided for in this Article, the Series A Preferred Shares shall not be redeemable. 7.10.1 Optional Redemption. At any time following the earlier of (i) the date that is thirty-seven (37) months following the date of the initial issuance of the first Series A Preferred Shares or (ii) such time as the holders of not less than two-thirds (66.667%) of the then outstanding Series A Preferred Shares shall deliver notice in writing to the Company that the Company and/or its affiliates is in material breach of any of its representations, warranties or covenants under the Share Purchase Agreement, the Swap Agreement, the Assumption Agreement or the Ancillary Agreements (as defined in the Share Purchase Agreement), holders of two-thirds (66.667%) of the outstanding Series A Preferred Shares may, by written request to the Company (the "REDEMPTION REQUEST"), require that the Company redeem all, but not less than all, of the outstanding Series A Preferred Shares held by such holders in accordance with the following terms. A Redemption Request shall be given by hand or by mail to the registered office of the Company at least thirty (30) days prior to the date set forth therein on which the Series A Preferred Shares are to be redeemed. Following receipt of the Redemption Request, the Company shall within ten (10) calendar days give written notice (the "REDEMPTION NOTICE") to each holder of record of a Series A Preferred Shares, at the address last shown on the records of the Company for such

20 (m) Payment of Taxes. The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of Ordinary Shares upon conversion of Series A Preferred Shares, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of Ordinary Shares in a name other than that in which the Series A Preferred Share so converted were registered. REDEMPTION 7.10 Except as provided for in this Article, the Series A Preferred Shares shall not be redeemable. 7.10.1 Optional Redemption. At any time following the earlier of (i) the date that is thirty-seven (37) months following the date of the initial issuance of the first Series A Preferred Shares or (ii) such time as the holders of not less than two-thirds (66.667%) of the then outstanding Series A Preferred Shares shall deliver notice in writing to the Company that the Company and/or its affiliates is in material breach of any of its representations, warranties or covenants under the Share Purchase Agreement, the Swap Agreement, the Assumption Agreement or the Ancillary Agreements (as defined in the Share Purchase Agreement), holders of two-thirds (66.667%) of the outstanding Series A Preferred Shares may, by written request to the Company (the "REDEMPTION REQUEST"), require that the Company redeem all, but not less than all, of the outstanding Series A Preferred Shares held by such holders in accordance with the following terms. A Redemption Request shall be given by hand or by mail to the registered office of the Company at least thirty (30) days prior to the date set forth therein on which the Series A Preferred Shares are to be redeemed. Following receipt of the Redemption Request, the Company shall within ten (10) calendar days give written notice (the "REDEMPTION NOTICE") to each holder of record of a Series A Preferred Shares, at the address last shown on the records of the Company for such holder(s). Such notice shall indicate that a majority of the Series A Preferred Shares have elected redemption of their Series A Preferred Shares pursuant to the provisions of these Articles, shall specify the redemption date, shall direct the holders of such shares to submit their share certificates to the Company on or before the scheduled redemption date and shall direct the holders of Series A Preferred Shares who have not otherwise elected to redeem their Series A Preferred Shares of the process whereby such other holders also may elect to redeem their Series A Preferred Shares pursuant to the provisions of these Articles. The redemption price for each Series A Preferred Share redeemed pursuant to these Articles shall be equal to one hundred fifteen percent (115%) of the Series A Original Issue Price, plus all dividends accrued and unpaid with respect to such shares (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions) (the "SERIES A REDEMPTION PRICE"). The redemption of any Series A Preferred Shares pursuant to these Articles will take place within thirty (30) days of the date of such Redemption Notice at the offices of the Company, or such earlier date or other

21 place as the holders electing to redeem their Series A Preferred Shares and the Company may mutually agree in writing (each a "REDEMPTION DATE"). At a Redemption Date, subject to applicable law, the Company will, from any source of assets or funds legally available therefor, redeem each Series A Preferred Share that has been submitted for redemption by paying in cash therefor the Series A Redemption Price, against surrender by such holder at the Company's principal office of the certificate representing such share. From and after a Redemption Date, if the Company makes the Series A Redemption Price available to a holder of a Series A Preferred Share, all rights of the holder of such Series A Preferred Share (except the right to receive the Series A Redemption Price) will cease with respect to such Series A Preferred Share, and such Series A Preferred Share will not thereafter be transferred on the books of the Company or be deemed outstanding for any purpose whatsoever. 7.10.2 Insufficient Funds. If the Company's assets or funds which are legally available on the date that any redemption payment under these Articles is due are insufficient to pay in full all redemption payments to be paid at a Redemption Date, or if the Company is otherwise prohibited by applicable law from making such redemption, those assets or funds which are legally available shall be used to the extent permitted by applicable law to pay all redemption payments due on such date ratably in proportion to the full amounts to which the holders to which such redemption payments are due would otherwise be respectively entitled thereon. Thereafter, all assets or funds of the Company that become legally available for the redemption of shares shall immediately be used to pay the redemption payment which the Company did not pay on the date that such redemption payments

21 place as the holders electing to redeem their Series A Preferred Shares and the Company may mutually agree in writing (each a "REDEMPTION DATE"). At a Redemption Date, subject to applicable law, the Company will, from any source of assets or funds legally available therefor, redeem each Series A Preferred Share that has been submitted for redemption by paying in cash therefor the Series A Redemption Price, against surrender by such holder at the Company's principal office of the certificate representing such share. From and after a Redemption Date, if the Company makes the Series A Redemption Price available to a holder of a Series A Preferred Share, all rights of the holder of such Series A Preferred Share (except the right to receive the Series A Redemption Price) will cease with respect to such Series A Preferred Share, and such Series A Preferred Share will not thereafter be transferred on the books of the Company or be deemed outstanding for any purpose whatsoever. 7.10.2 Insufficient Funds. If the Company's assets or funds which are legally available on the date that any redemption payment under these Articles is due are insufficient to pay in full all redemption payments to be paid at a Redemption Date, or if the Company is otherwise prohibited by applicable law from making such redemption, those assets or funds which are legally available shall be used to the extent permitted by applicable law to pay all redemption payments due on such date ratably in proportion to the full amounts to which the holders to which such redemption payments are due would otherwise be respectively entitled thereon. Thereafter, all assets or funds of the Company that become legally available for the redemption of shares shall immediately be used to pay the redemption payment which the Company did not pay on the date that such redemption payments were due. Without limiting any rights of the holders of Series A Preferred Shares which are set forth in the Memorandum and these Articles of Association, or are otherwise available under law, the balance of any shares subject to redemption hereunder with respect to which the Company has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares. 7.10.3 No Reissuance of Series A Preferred Shares. No Series A Preferred Share acquired by the Company by reason of redemption, purchase, conversion or otherwise shall be reissued. REGISTER OF MEMBERS 8 The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.

22 CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE 9 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend, or in order to make a determination of Members for any other proper purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed ten days. If the Register of Members shall be closed for the purpose of determining Members entitled to notice of, or to vote at, a meeting of Members the Register of Members shall be closed for at least ten days immediately preceding the meeting. 10 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or in order to make a determination of Members for any other proper purpose. 11 If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such Dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article,

22 CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE 9 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend, or in order to make a determination of Members for any other proper purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed ten days. If the Register of Members shall be closed for the purpose of determining Members entitled to notice of, or to vote at, a meeting of Members the Register of Members shall be closed for at least ten days immediately preceding the meeting. 10 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or in order to make a determination of Members for any other proper purpose. 11 If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such Dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof. CERTIFICATES FOR SHARES 12 Every Member holding registered shares in the Company shall be entitled to a share certificate, specifying the number of shares held by such Member. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to these Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled. 13 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. 14 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may

23 prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate. TRANSFER OF SHARES 15 The Directors may decline to register a transfer of Shares only in the event such transfer would, in the opinion of the Directors, be in violation of an agreement, arrangement, bond, commitment, franchise, indemnity, indenture, instrument, lease, licence or binding understanding, whether or not in writing, entered into between the Company and the holder of such Shares to be transferred. If the Directors refuse to register a transfer they shall notify the transferee within fifteen (15) days of such refusal. 16 Subject to any limitations in the Memorandum and these Articles, registered shares may be transferred by a written instrument of transfer, which shall be executed by or on behalf of the transferor (and if the Directors so require, signed by the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.

23 prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate. TRANSFER OF SHARES 15 The Directors may decline to register a transfer of Shares only in the event such transfer would, in the opinion of the Directors, be in violation of an agreement, arrangement, bond, commitment, franchise, indemnity, indenture, instrument, lease, licence or binding understanding, whether or not in writing, entered into between the Company and the holder of such Shares to be transferred. If the Directors refuse to register a transfer they shall notify the transferee within fifteen (15) days of such refusal. 16 Subject to any limitations in the Memorandum and these Articles, registered shares may be transferred by a written instrument of transfer, which shall be executed by or on behalf of the transferor (and if the Directors so require, signed by the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members. REDEMPTION AND REPURCHASE OF SHARES 17 Subject to the provisions of the Statute and these Articles, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall be effected in such manner as the Company may, by Special Resolution, determine before the issue of the Shares or as otherwise provided in these Articles. 18 Subject to the provisions of the Statute and these Articles, the Company may purchase its own Shares (including any redeemable Shares) provided that the Members shall have approved the manner of purchase by Ordinary Resolution. 19 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital. VARIATION OF RIGHTS OF SHARES 20 If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of two-thirds of the issued Shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the Shares of that class. 21 The provisions of these Articles relating to general meetings shall apply to every class meeting of the holders of one class of Shares. 22 The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided in these Articles or by the

24 terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith. COMMISSION ON SALE OF SHARES 23 The Company may, in so far as the Statute and these Articles permit, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares of the Company. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful. NON RECOGNITION OF TRUSTS

24 terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith. COMMISSION ON SALE OF SHARES 23 The Company may, in so far as the Statute and these Articles permit, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares of the Company. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful. NON RECOGNITION OF TRUSTS 24 The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder. CALL ON SHARES 25 Subject to the terms of the allotment the Directors may from time to time make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed as the Directors may determine. A call may be required to be paid by installments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made. 26 A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. 27 The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof. 28 If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine, but the Directors may waive payment of the interest wholly or in part. 29 An amount payable in respect of a Share on allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call. 30 The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.

25 31 The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance. 32 No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend declared in respect of any period prior to the date upon which such amount would, but for such payment, become payable. FORFEITURE OF SHARES

25 31 The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance. 32 No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend declared in respect of any period prior to the date upon which such amount would, but for such payment, become payable. FORFEITURE OF SHARES 33 If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days notice requiring payment of the amount unpaid together with any interest, which may have accrued. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. 34 If the notice is not complied with any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends or other monies declared payable in respect of the forfeited Share and not paid before the forfeiture. 35 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. 36 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. 37 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the fact as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 38 The provisions of these Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time,

26 whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified. TRANSMISSION OF SHARES 39 If a Member dies the survivor or survivors where he was a joint holder, and his legal personal representatives where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest. The estate of a deceased Member is not thereby released from any liability in respect of any Share, which had been jointly held by him. 40 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may

26 whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified. TRANSMISSION OF SHARES 39 If a Member dies the survivor or survivors where he was a joint holder, and his legal personal representatives where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest. The estate of a deceased Member is not thereby released from any liability in respect of any Share, which had been jointly held by him. 40 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors, elect either to become the holder of the Share or to have some person nominated by him as the transferee. If he elects to become the holder he shall give notice to the Company to that effect, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by that Member before his death or bankruptcy, as the case may be. 41 If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. 42 A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be entitled to the same Dividends and other advantages to which he would be entitled if he were the registered holder of the Share. However, he shall not, before being registered as a Member in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share. If the notice is not complied with within ninety days the Directors may thereafter withhold payment of all Dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND ALTERATION OF CAPITAL 43 Subject to and in so far as permitted by the provisions of the Statute and these Articles (including, without limitation, Articles 7.4 and 7.5), the Company may by Ordinary Resolution: 43.1 increase the share capital by such sum as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine; 43.2 consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

27 43.3 by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and 43.4 cancel any Shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person. 44 All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of these Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital. 45 Subject to the provisions of the Statute and the provisions of these Articles as regards the matters to be dealt with by Ordinary Resolution and matters varying or deemed to vary the rights of the holders of the Series A Preferred Shares, the Company may by Special Resolution:

27 43.3 by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and 43.4 cancel any Shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person. 44 All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of these Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital. 45 Subject to the provisions of the Statute and the provisions of these Articles as regards the matters to be dealt with by Ordinary Resolution and matters varying or deemed to vary the rights of the holders of the Series A Preferred Shares, the Company may by Special Resolution: 45.1 change its name; 45.2 alter or add to these Articles; 45.3 alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and 45.4 reduce its share capital and any capital redemption reserve fund. REGISTERED OFFICE 46 Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. GENERAL MEETINGS 47 All general meetings other than annual general meetings shall be called extraordinary general meetings. 48 The Company shall, if required by the Statute, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o'clock in the morning. At these meetings the report of the Directors (if any) shall be presented. 49 The Company may hold an annual general meeting, but shall not (unless required by Statute) be obliged to hold an annual general meeting. 50 The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company.

28 51 A Members requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than ten per cent. in par value of the capital of the Company which as at that date carries the right of voting at general meetings of the Company. 52 The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 53 If the Directors do not within twenty-one days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general

28 51 A Members requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than ten per cent. in par value of the capital of the Company which as at that date carries the right of voting at general meetings of the Company. 52 The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists. 53 If the Directors do not within twenty-one days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one days. 54 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. NOTICE OF GENERAL MEETINGS 55 At least seven days' notice shall be given of any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: 55.1 in the case of an annual general meeting, by all the Members (or their proxies) entitled to attend and vote thereat; and 55.2 in the case of an extraordinary general meeting, by a majority in number of the Members (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than ninety per cent in par value of the Shares giving that right. 56 The accidental omission to give notice of a general meeting to, or the non receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting. PROCEEDINGS AT GENERAL MEETINGS 57 No business shall be transacted at any general meeting unless a quorum is present. Members holding not less than two-thirds (66.667%) of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting

29 and including at least one holder of Series A Preferred Shares and being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by a duly authorised representative. 58 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 59 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members

29 and including at least one holder of Series A Preferred Shares and being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by a duly authorised representative. 58 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 59 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. 60 If a quorum is not present within half an hour from the time appointed for the meeting or if during such a meeting a quorum ceases to be present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day, time or such other place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum. 61 The chairman, if any, of the board of Directors shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. 62 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be chairman of the meeting. 63 The chairman may, with the consent of a meeting at which a quorum is present, (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice. 64 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy and

30 holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 65 Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 66 The demand for a poll may be withdrawn. 67 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

30 holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll. 65 Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 66 The demand for a poll may be withdrawn. 67 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 68 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. 69 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote. VOTES OF MEMBERS 70 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or proxy, shall have one vote and on a poll every Member shall have such number of votes as is set out in Article 7.3. 71 In the case of joint holders of record the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 72 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person on such Member's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. 73 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of Shares unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.

31 74 No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive. 75 On a poll or on a show of hands votes may be cast either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands. 76 A Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or

31 74 No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive. 75 On a poll or on a show of hands votes may be cast either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands. 76 A Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting. PROXIES 77 The instrument appointing a proxy shall be in writing, be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company. 78 The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company: 78.1 not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or 78.2 in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or 78.3 where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director; provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairman may in any event at his discretion direct that an instrument of proxy shall be

32 deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid. 79 The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll. 80 Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

32 deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid. 79 The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll. 80 Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy. CORPORATE MEMBERS 81 Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member. SHARES THAT MAY NOT BE VOTED 82 Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time. DIRECTORS 83 There shall be a Board of Directors consisting of not more than seven persons (exclusive of alternate Directors) provided however that, subject to Article 7.4, the Company may from time to time by Ordinary Resolution increase or reduce the limits in the number of Directors. The first Directors of the Company shall be determined in writing by, or appointed by a resolution of, the subscribers. This Article is subject to the provisions set forth in Article 7.6. POWERS OF DIRECTORS 84 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that

33 direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. 85 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. 86 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 87 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its

33 direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. 85 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. 86 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 87 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. APPOINTMENT AND REMOVAL OF DIRECTORS 88 The Series A Directors may be removed from office without cause only by the holder of Series A Preferred Shares that appointed such Director. The Common Directors may be removed from office without cause only by resolution passed by a majority of the votes cast at a duly convened class meeting of the holders entitled to appoint such Directors pursuant to Article 7.6 or by resolution in writing in one or more counterparts signed by the holders of a majority of the shares of the class or classes entitled to appoint such Directors pursuant to Article 7.6. Each Director may also be removed with cause by a resolution of Directors or by an Ordinary Resolution. Any removal of a Series A Director or Common Director will not affect the right of the applicable members to fill the vacancy resulting from such removal pursuant to Article 7.6. 89 The directors may at any time appoint any person to be a director either to fill a vacancy (other than vacancies in the seats of the Series A Directors or Common Directors, which may only be filled pursuant to Article 7.6) or as an addition to the existing directors. A vacancy occurs through the death, resignation or removal of a director (or otherwise as set out in Article 94) but a vacancy or vacancies shall not be deemed to exist where one or more directors shall resign after having appointed his or their successor or successors. VACATION OF OFFICE OF DIRECTOR 90 The office of a Director shall be vacated if: 90.1 he gives notice in writing to the Company that he resigns the office of Director and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice.

34 90.2 if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or 90.3 if he is found to be or becomes of unsound mind. PROCEEDINGS OF DIRECTORS 91 The quorum for the transaction of the business of the Directors shall be four if there are four or more Directors, including at least one of the Series A Directors for as long as at least 20% of the Series A Preferred Shares remain outstanding, and shall be one if there is only one Director. A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum.

34 90.2 if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or 90.3 if he is found to be or becomes of unsound mind. PROCEEDINGS OF DIRECTORS 91 The quorum for the transaction of the business of the Directors shall be four if there are four or more Directors, including at least one of the Series A Directors for as long as at least 20% of the Series A Preferred Shares remain outstanding, and shall be one if there is only one Director. A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum. 92 Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit and questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote. 93 A person may participate in a meeting of the Directors or committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting. 94 A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. 95 A Director or alternate Director may, or other officer of the Company on the requisition of a Director or alternate Director shall, call a meeting of the Directors by at least seven days' notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. 96 The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose. 97 The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is

35 not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting. 98 All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be. 99 A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

35 not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting. 98 All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be. 99 A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director. PRESUMPTION OF ASSENT 100 A Director of the Company who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. DIRECTORS' INTERESTS 101 A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 102 A Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director. 103 A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 104 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit

36 realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 105 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

36 realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 105 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. MINUTES 106 The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of Directors including the names of the Directors or alternate Directors present at each meeting. DELEGATION OF DIRECTORS' POWERS 107 The Directors may delegate any of their powers to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him provided that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying. 108 The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying. 109 The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the

37 delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time. 110 The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him. 111 The Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer may be removed by resolution of

37 delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time. 110 The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him. 111 The Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer may be removed by resolution of the Directors or Members. ALTERNATE DIRECTORS 112 Any Director (other than an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him. 113 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointor as a Director in his absence. 114 An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director. 115 Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors. 116 An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. NO MINIMUM SHAREHOLDING 117 No Director shall be required to hold any Shares as a condition of serving in such office.

38 REMUNERATION OF DIRECTORS 118 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other. 119 The Directors may by resolution approve additional remuneration to any Director for any services other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director. SEAL

38 REMUNERATION OF DIRECTORS 118 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other. 119 The Directors may by resolution approve additional remuneration to any Director for any services other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director. SEAL 120 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer or other person appointed by the Directors for the purpose. 121 The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used. 122 A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. DIVIDENDS, DISTRIBUTIONS AND RESERVE 123 Subject to the Statute and these Articles, the Directors may declare Dividends and distributions on Shares in issue and authorise payment of the Dividends or distributions out of the funds of the Company lawfully available therefore. No Dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Statute. 124 Except as otherwise provided by the rights attached to Shares, all Dividends shall be declared and paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.

39 125 The Directors may deduct from any Dividend or distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise. 126 Subject to the Statute and these Articles, the Directors may declare that any Dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors. 127 Any Dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of

39 125 The Directors may deduct from any Dividend or distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise. 126 Subject to the Statute and these Articles, the Directors may declare that any Dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors. 127 Any Dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, bonuses, or other monies payable in respect of the Share held by them as joint holders. 128 No Dividend or distribution shall bear interest against the Company. 129 Any Dividend which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such Dividend may, in the discretion of the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend shall remain as a debt due to the Member. Any Dividend which remains unclaimed after a period of six years from the date of declaration of such Dividend shall be forfeited and shall revert to the Company. CAPITALISATION 130 The Directors may capitalise any sum standing to the credit of any of the Company's reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the

40 Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned. BOOKS OF ACCOUNT 131 The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions. 132 The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of

40 Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned. BOOKS OF ACCOUNT 131 The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions. 132 The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting. 133 The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law. AUDIT 134 The Directors may appoint an Auditor of the Company who shall hold office until removed from office by a resolution of the Directors, and may fix his or their remuneration. 135 Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor. 136 Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members. NOTICES 137 Unless otherwise set out in these Articles:

41 137.1 Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent airmail. 137.2 Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing

41 137.1 Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent airmail. 137.2 Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient. 137.3 A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. 137.4 Notice of every general meeting shall be given in any manner hereinbefore authorised to every person shown as a Member in the Register of Members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings. WINDING UP 138 If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction,

42 vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. This Article is subject to the provisions of Articles 7.7 and 7.8. INDEMNITY 139 Every Director, agent or officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by him as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he may incur by his own willful neglect or default. No such Director, agent or officer shall be liable to the Company for any loss or damage in carrying out his functions unless that liability arises through the willful neglect or default of such Director, agent or officer. FINANCIAL YEAR

42 vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. This Article is subject to the provisions of Articles 7.7 and 7.8. INDEMNITY 139 Every Director, agent or officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by him as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he may incur by his own willful neglect or default. No such Director, agent or officer shall be liable to the Company for any loss or damage in carrying out his functions unless that liability arises through the willful neglect or default of such Director, agent or officer. FINANCIAL YEAR 140 Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year. TRANSFER BY WAY OF CONTINUATION 141 If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

EXHIBIT 3.2 THE COMPANIES LAW (2004 REVISION) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM & ARTICLES OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD.

TABLE OF CONTENTS
SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION The The The The The Name of the Company.................................................... Registered Office of the Company....................................... Objects for which the Company is established........................... Liability of Each Member............................................... Authorised Share Capital of the Company................................ SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION Table A.................................................................... Interpretation............................................................. Preliminary................................................................ Issue of Shares............................................................ Register Of Members And Share Certificates................................. 1 1 5 5 5 1 1 1 1 1

EXHIBIT 3.2 THE COMPANIES LAW (2004 REVISION) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM & ARTICLES OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD.

TABLE OF CONTENTS
SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION The The The The The Name of the Company.................................................... Registered Office of the Company....................................... Objects for which the Company is established........................... Liability of Each Member............................................... Authorised Share Capital of the Company................................ SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION Table A.................................................................... Interpretation............................................................. Preliminary................................................................ Issue of Shares............................................................ Register Of Members And Share Certificates................................. Transfer Of Shares......................................................... Redemption And Purchase Of Own Shares...................................... Variations Of Rights Attaching To Shares................................... Commission On Sale Of Shares............................................... Non-Recognition Of Trusts.................................................. Fractional Shares.......................................................... Lien On Shares............................................................. Calls On Shares............................................................ Forfeiture Of Shares....................................................... Registration Of Empowering Instruments..................................... Transmission Of Shares..................................................... Alteration Of Capital...................................................... Closing Register Of Members Or Fixing Record Date.......................... General Meetings........................................................... Notice Of General Meetings................................................. Proceedings At General Meetings............................................ Votes Of Members........................................................... Corporations Acting By Representatives At Meetings......................... Clearing Houses............................................................ Directors.................................................................. Directors' Fees And Expenses............................................... Alternate Director......................................................... Powers And Duties Of Directors............................................. Borrowing Powers Of Directors.............................................. Disqualification Of Directors.............................................. Proceedings Of Directors................................................... Presumption Of Assent...................................................... Dividends, Distributions And Reserve....................................... Book Of Accounts........................................................... Audit...................................................................... The Seal................................................................... Officers................................................................... 1 1 5 5 5 6 7 7 7 8 8 8 9 9 10 10 11 11 12 13 13 14 15 15 16 17 17 17 18 19 19 21 21 22 22 23 23 1 1 1 1 1

TABLE OF CONTENTS
SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION The The The The The Name of the Company.................................................... Registered Office of the Company....................................... Objects for which the Company is established........................... Liability of Each Member............................................... Authorised Share Capital of the Company................................ SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION Table A.................................................................... Interpretation............................................................. Preliminary................................................................ Issue of Shares............................................................ Register Of Members And Share Certificates................................. Transfer Of Shares......................................................... Redemption And Purchase Of Own Shares...................................... Variations Of Rights Attaching To Shares................................... Commission On Sale Of Shares............................................... Non-Recognition Of Trusts.................................................. Fractional Shares.......................................................... Lien On Shares............................................................. Calls On Shares............................................................ Forfeiture Of Shares....................................................... Registration Of Empowering Instruments..................................... Transmission Of Shares..................................................... Alteration Of Capital...................................................... Closing Register Of Members Or Fixing Record Date.......................... General Meetings........................................................... Notice Of General Meetings................................................. Proceedings At General Meetings............................................ Votes Of Members........................................................... Corporations Acting By Representatives At Meetings......................... Clearing Houses............................................................ Directors.................................................................. Directors' Fees And Expenses............................................... Alternate Director......................................................... Powers And Duties Of Directors............................................. Borrowing Powers Of Directors.............................................. Disqualification Of Directors.............................................. Proceedings Of Directors................................................... Presumption Of Assent...................................................... Dividends, Distributions And Reserve....................................... Book Of Accounts........................................................... Audit...................................................................... The Seal................................................................... Officers................................................................... 1 1 5 5 5 6 7 7 7 8 8 8 9 9 10 10 11 11 12 13 13 14 15 15 16 17 17 17 18 19 19 21 21 22 22 23 23 1 1 1 1 1

Capitalisation Of Profits.................................................. Share Premium Account...................................................... Notices.................................................................... Information................................................................ Indemnity.................................................................. Financial Year............................................................. Winding Up................................................................. Amendment Of Memorandum And Articles Of Association And Name Of Company.... Registration By Way Of Continuation........................................

23 24 24 26 26 26 26 27 27

ii

THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

Capitalisation Of Profits.................................................. Share Premium Account...................................................... Notices.................................................................... Information................................................................ Indemnity.................................................................. Financial Year............................................................. Winding Up................................................................. Amendment Of Memorandum And Articles Of Association And Name Of Company.... Registration By Way Of Continuation........................................

23 24 24 26 26 26 26 27 27

ii

THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD. (Adopted by Special Resolution on __________ 2005 and effective conditional and immediately upon commencement of the trading of the Company's American depositary shares representing its ordinary shares on the New York Stock Exchange) 1. The name of the Company is SUNTECH POWER HOLDINGS CO. LTD. 2. The Registered Office of the Company shall be at the offices of M&C Corporate Services Limited, PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, or at such other place as the Directors may from time to time decide. 3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (2004 Revision). 4. The liability of each Member is limited to the amount, if any, unpaid on such Member's shares. 5. The authorised share capital of the Company is US$5,000,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.01 each. The Company has the power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them subject to the provisions of the Companies Law (2004 Revision) and the Articles of Association and to issue all or any part of its capital, whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained. 6. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Law (2004 Revision). 7. The Company may exercise the power contained in Section 226 of the Companies Law (2004 Revision) to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction. 8. Nothing in the preceding sections shall be deemed to permit the Company to carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks and Trust Companies Law (2003 Revision), or to carry on Insurance Business from within the Cayman Islands or the business of an Insurance

THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD. (Adopted by Special Resolution on __________ 2005 and effective conditional and immediately upon commencement of the trading of the Company's American depositary shares representing its ordinary shares on the New York Stock Exchange) 1. The name of the Company is SUNTECH POWER HOLDINGS CO. LTD. 2. The Registered Office of the Company shall be at the offices of M&C Corporate Services Limited, PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, or at such other place as the Directors may from time to time decide. 3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (2004 Revision). 4. The liability of each Member is limited to the amount, if any, unpaid on such Member's shares. 5. The authorised share capital of the Company is US$5,000,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.01 each. The Company has the power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them subject to the provisions of the Companies Law (2004 Revision) and the Articles of Association and to issue all or any part of its capital, whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained. 6. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Law (2004 Revision). 7. The Company may exercise the power contained in Section 226 of the Companies Law (2004 Revision) to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction. 8. Nothing in the preceding sections shall be deemed to permit the Company to carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks and Trust Companies Law (2003 Revision), or to carry on Insurance Business from within the Cayman Islands or the business of an Insurance

Manager, Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Law (2004 Revision), or to carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Law (2003 Revision). 9. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

Manager, Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Law (2004 Revision), or to carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Law (2003 Revision). 9. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. 10. Capitalised terms that are not defined in this Second Amended and Restated Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company, as amended from time to time. 2

THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD. (Adopted by Special Resolution on __________ 2005 and effective conditional and immediately upon commencement of the trading of the Company's American depositary shares representing its ordinary shares on the New York Stock Exchange) TABLE A The Regulations contained or incorporated in Table "A" in the First Schedule of the Companies Law (2004 Revision) shall not apply to this Company and the following Articles shall comprise the Articles of Association of the Company: INTERPRETATION 1. In these Articles, unless otherwise defined, the defined terms shall have the meanings assigned to them as follows: "ADS" an American depositary share, each representing [10] shares; "ARTICLES" these articles of association of the Company as from time to time amended by Special Resolution; "BOARD" the board of Directors for the time being of the Company; "COMMISSION" Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD. (Adopted by Special Resolution on __________ 2005 and effective conditional and immediately upon commencement of the trading of the Company's American depositary shares representing its ordinary shares on the New York Stock Exchange) TABLE A The Regulations contained or incorporated in Table "A" in the First Schedule of the Companies Law (2004 Revision) shall not apply to this Company and the following Articles shall comprise the Articles of Association of the Company: INTERPRETATION 1. In these Articles, unless otherwise defined, the defined terms shall have the meanings assigned to them as follows: "ADS" an American depositary share, each representing [10] shares; "ARTICLES" these articles of association of the Company as from time to time amended by Special Resolution; "BOARD" the board of Directors for the time being of the Company; "COMMISSION" Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; "COMPANIES LAW" the Companies Law (2004 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Companies Law is referred to, the reference is to that provision as amended by any law for the time being in force;

"COMPANY" Suntech Power Holdings Co., Ltd., a Cayman Islands exempted company; "COMPANY'S WEBSITE" the website of the Company, the address or domain name of which has been notified to Members;

"COMPANY" Suntech Power Holdings Co., Ltd., a Cayman Islands exempted company; "COMPANY'S WEBSITE" the website of the Company, the address or domain name of which has been notified to Members; "DIRECTORS" and "BOARD OF DIRECTORS" and "BOARD" the directors of the Company for the time being, or as the case may be, the Directors assembled as a Board or as a committee thereof; "ELECTRONIC" the meaning given to it in the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore; "ELECTRONIC COMMUNICATION" electronic posting to the Company's Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board; "INDEPENDENT DIRECTOR" a Director who is an independent director as defined in the NASD Manual & Notices to Members as amended from time to time; "IN WRITING" includes writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form and, only where used in connection with a notice served by the Company on Members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference; "MEMBER" a person whose name is entered in the Register of Members as the holder of a share or shares; "MEMORANDUM OF ASSOCIATION" the Memorandum of Association of the Company, as amended and re-stated from time to time; "MONTH" 2

calendar month; "NYSE" The New York Stock Exchange in the United States; "NYSE RULES"

calendar month; "NYSE" The New York Stock Exchange in the United States; "NYSE RULES" the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any shares or ADSs on the NYSE; "ORDINARY RESOLUTION" a resolution: (a) passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or (b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed; "PAID UP" paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up; "REGISTER OF MEMBERS" the register to be kept by the Company in accordance with Section 40 of the Companies Law; "SEAL" the Common Seal of the Company (if adopted) including any facsimile thereof; "SECURITIES ACT" the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; "SHARE" any ordinary share in the capital of the Company, including a fraction of a share; 3

"SIGNED" includes a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication; "SPECIAL RESOLUTION" a resolution passed in accordance with Section 60 of the Companies Law, being a resolution:

"SIGNED" includes a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication; "SPECIAL RESOLUTION" a resolution passed in accordance with Section 60 of the Companies Law, being a resolution: (a) passed by a majority of not less than two-thirds of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or (b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the Special Resolution so adopted shall be the date on which the instrument or the last of such instruments if more than one, is executed. "YEAR" calendar year. 2. In these Articles, save where the context requires otherwise: (a) words importing the singular number shall include the plural number and vice versa; (b) words importing the masculine gender only shall include the feminine gender; (c) words importing persons only shall include companies or associations or bodies of persons, whether corporate or not; (d) "MAY" shall be construed as permissive and "SHALL" shall be construed as imperative; (e) a reference to a dollar or dollars (or US$) is a reference to dollars of the United States; (f) references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force; and (g) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 4

3. Subject to the last two preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. PRELIMINARY 4. The business of the Company may be commenced as soon after incorporation as the Directors see fit. 5. The registered office of the Company shall be at such address in the Cayman Islands as the Directors shall from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine. ISSUE OF SHARES

3. Subject to the last two preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. PRELIMINARY 4. The business of the Company may be commenced as soon after incorporation as the Directors see fit. 5. The registered office of the Company shall be at such address in the Cayman Islands as the Directors shall from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine. ISSUE OF SHARES 6. Subject to the provisions, if any, in that behalf in the Memorandum of Association the Directors may redesignate, allot, issue, grant options over or otherwise dispose of shares of the Company (including fractions of a share) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise in such classes or series and to such persons, at such times and on such other terms as they think proper. The Company shall not issue shares in bearer form. REGISTER OF MEMBERS AND SHARE CERTIFICATES 7. The Company shall maintain a Register of its Members and every person whose name is entered as a member in the Register of Members shall, without payment, be entitled to a certificate within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the share or shares held by that person and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. All certificates for shares shall be delivered personally or sent through the post addressed to the member entitled thereto at the Member's registered address as appearing in the register. 8. Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act. 9. Any two or more certificates representing shares of any one class held by any Member may at the Member's request be cancelled and a single new certificate for such shares issued in lieu on payment (if the Directors shall so require) of US$1 or such smaller sum as the Directors shall determine. 10. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the relevant Member upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to 5

evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit. 11. In the event that shares are held jointly by several persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders. TRANSFER OF SHARES 12. The instrument of transfer of any share shall be in writing and in such usual or common form or such other form as the Directors may in their discretion approve and be executed by or on behalf of the transferor and shall be accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect

evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit. 11. In the event that shares are held jointly by several persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders. TRANSFER OF SHARES 12. The instrument of transfer of any share shall be in writing and in such usual or common form or such other form as the Directors may in their discretion approve and be executed by or on behalf of the transferor and shall be accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof. 13. All instruments of transfer which are registered shall be retained by the Company, but any instrument of transfer which the Directors decline to register shall (except in any case of fraud) be returned to the person depositing the same.
14. (a) The Board may, in its absolute discretion, and without assigning any reason, refuse to register a transfer of any share which is not fully paid up or upon which the Company has a lien. The Board may also decline to register any transfer of any share unless: the instrument of transfer is lodged with the Company, accompanied by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; the instrument of transfer is in respect of only one class of shares; the instrument of transfer is properly stamped, if required; in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; or the shares transferred are free of any lien in favour of the Company.

(b)

-

-

-

15. If the Directors refuse to register a transfer of any shares, they shall within two months after the date on which the transfer was lodged with the Company send to each of the transferor and the transferee notice of the refusal. 16. The registration of transfers may, on 14 days' notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the Register of Members closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration shall not be suspended nor the Register of Members closed for more than 30 days in any year. 6

REDEMPTION AND PURCHASE OF OWN SHARES 17. Subject to the provisions of the Companies Law, the Company may: (a) issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of such shares, determine; (b) purchase its own shares (including any redeemable shares) on such terms and in such manner as the Directors

REDEMPTION AND PURCHASE OF OWN SHARES 17. Subject to the provisions of the Companies Law, the Company may: (a) issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of such shares, determine; (b) purchase its own shares (including any redeemable shares) on such terms and in such manner as the Directors may determine and agree with the Member; and (c) make a payment in respect of the redemption or purchase of its own shares otherwise than out of profits or the proceeds of a fresh issue of shares. 18. Any share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption. 19. The redemption or purchase of any share shall not be deemed to give rise to the redemption or purchase of any other share. 20. The Directors may when making payments in respect of redemption or purchase of shares, if authorised by the terms of issue of the shares being redeemed or purchased or with the agreement of the holder of such shares, make such payment in any form of consideration. VARIATIONS OF RIGHTS ATTACHING TO SHARES 21. If at any time the share capital is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to these Articles, be varied or abrogated with the unanimous written consent of the holders of the issued shares of that class, or with the sanction of a resolution passed by at least a two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of the shares of the class. 22. The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of shares except that the necessary quorum shall be one person holding or representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll. 23. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied or abrogated by the creation or issue of further shares ranking pari passu therewith or the redemption or purchase of shares of any class by the Company. COMMISSION ON SALE OF SHARES 7

24. The Company may in so far as may be permitted by law, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful. NON-RECOGNITION OF TRUSTS 25. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable,

24. The Company may in so far as may be permitted by law, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful. NON-RECOGNITION OF TRUSTS 25. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, except an absolute right to the entirety thereof in the registered holder. FRACTIONAL SHARES 26. The Directors may issue fractions of a share of any class of shares, and, if so issued, a fraction of a share (calculated to three decimal points) shall be subject to and carry the corresponding fraction of liabilities (whether with respect to any unpaid amount thereon, contribution, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without limitation, voting and participation rights) and other attributes of a whole share of the same class of shares. LIEN ON SHARES 27. The Company shall have a first and paramount lien and charge on all shares that are not fully paid-up registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such share shall operate as a waiver of the Company's lien (if any) thereon. The Company's lien (if any) on such share shall extend to all dividends or other monies payable in respect thereof. 28. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the persons entitled thereto by reason of his death or bankruptcy. 29. For giving effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 8

30. The proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale. CALLS ON SHARES 31. The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their shares, and each Member shall (subject to receiving at least 14 days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his shares. 32. The joint holders of a share shall be jointly and severally liable to pay calls in respect thereof.

30. The proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale. CALLS ON SHARES 31. The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their shares, and each Member shall (subject to receiving at least 14 days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his shares. 32. The joint holders of a share shall be jointly and severally liable to pay calls in respect thereof. 33. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part. 34. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified. 35. The Directors may make arrangements on the issue of partly paid shares for a difference between the Members, or the particular shares, in the amount of calls to be paid and in the times of payment. 36. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Member paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable. FORFEITURE OF SHARES 37. If a Member fails to pay any call or instalment of a call in respect of partly paid shares on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. 9

38. The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of nonpayment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited. 39. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect. 40. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. 41. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but

38. The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of nonpayment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited. 39. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect. 40. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. 41. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the shares. 42. A statutory declaration in writing that the declarant is a Director of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 43. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a share becomes due and payable, whether on account of the amount of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified. REGISTRATION OF EMPOWERING INSTRUMENTS 44. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument. TRANSMISSION OF SHARES 45. The legal personal representative of a deceased sole holder of a share shall be the only person recognised by the Company as having any title to the share. In the case of a share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only person recognised by the Company as having any title to the share. 10

46. Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Member in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the deceased or bankrupt person before the death or bankruptcy. 47. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the

46. Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Member in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the deceased or bankrupt person before the death or bankruptcy. 47. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with. ALTERATION OF CAPITAL 48. The Company may from time to time by Ordinary Resolution: (a) increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe; (b) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares; (c) convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination; (d) sub-divide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; (e) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. 49. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law. CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE 50. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a 11

determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period but not to exceed in any case 40 days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for at least 10 days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register of Members. 51. In lieu of or apart from closing the Register of Members, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a

determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period but not to exceed in any case 40 days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for at least 10 days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register of Members. 51. In lieu of or apart from closing the Register of Members, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a meeting of the Members and for the purpose of determining those Members that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date of such determination. 52. If the Register of Members is not so closed and no record date is fixed for the determination of those Members entitled to receive notice of, attend or vote at a meeting of Members or those Members that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof. GENERAL MEETINGS 53. All general meetings other than annual general meetings shall be called extraordinary general meetings.
54. (a) The Company shall in each year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors. At these meetings the report of the Directors (if any) shall be presented. The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company. A Members requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than 10% of such of the paid-up capital of the Company as at that date of the deposit carries the right of voting at general meetings of the Company. The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the Company, and may consist of several documents in like form each signed by one or more requisitionists.

(b)

55.

(a)

(b)

(c)

12

(d) If the Directors do not within 21 days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the second said twenty one days. (e) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. NOTICE OF GENERAL MEETINGS

(d) If the Directors do not within 21 days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the second said twenty one days. (e) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. NOTICE OF GENERAL MEETINGS 56. At least seven days' notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: (a) in the case of an annual general meeting by all the Members (or their proxies) entitled to attend and vote thereat; and (b) in the case of an extraordinary general meeting by a majority in number of the Members (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than ninety five per cent in par value of the shares giving that right. 57. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Member shall not invalidate the proceedings at any meeting. PROCEEDINGS AT GENERAL MEETINGS 58. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. The holders of shares being not less than an aggregate of one-third of all shares in issue present in person or by proxy and entitled to vote shall be a quorum for all purposes. A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. 59. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour 13

from the time appointed for the meeting the Member or Members present and entitled to vote shall be a quorum. 60. The chairman of the Board of Directors shall preside as chairman at every general meeting of the Company. 61. If at any meeting the chairman of the Board of Directors is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Members present shall choose one of their number to be a chairman of the meeting. 62. The chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 days or more, not less than seven days' notice of the adjourned

from the time appointed for the meeting the Member or Members present and entitled to vote shall be a quorum. 60. The chairman of the Board of Directors shall preside as chairman at every general meeting of the Company. 61. If at any meeting the chairman of the Board of Directors is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Members present shall choose one of their number to be a chairman of the meeting. 62. The chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 days or more, not less than seven days' notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 63. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman of the Board or any Member present in person or by proxy entitled to vote, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. 64. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn. 65. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall not be entitled to a second or casting vote. 66. A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs. VOTES OF MEMBERS 67. Subject to any rights and restrictions for the time being attached to any class or classes of shares, on a show of hands every Member present in person and every person representing a Member by proxy at a general meeting of the Company shall have one vote and on a poll every Member and every person representing a Member by proxy shall have one vote for each share registered in his name, or the name of the person represented by proxy, in the Register of Members. 14

68. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members. 69. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person may vote by proxy. 70. No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares carrying the right to vote held by him have been paid. 71. On a poll, votes may be given either personally or by proxy.

68. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members. 69. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person may vote by proxy. 70. No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares carrying the right to vote held by him have been paid. 71. On a poll, votes may be given either personally or by proxy. 72. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Member of the Company. 73. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve. 74. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. 75. A resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 76. Any corporation which is a Member or a Director may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members or of the Board of Directors or of a committee of Directors, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member or Director. CLEARING HOUSES 77. If a clearing house (or its nominee) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any class of Members of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents 15

as that clearing house (or its nominee) could exercise if it were an individual Member holding the number and class of shares specified in such authorisation. DIRECTORS
78. (a) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be more than ten Directors, the exact number of Directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of all of the Directors. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them. For so long as shares or ADSs are listed on the New York Stock Exchange, the Directors shall include such number of

as that clearing house (or its nominee) could exercise if it were an individual Member holding the number and class of shares specified in such authorisation. DIRECTORS
78. (a) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be more than ten Directors, the exact number of Directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of all of the Directors. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them. For so long as shares or ADSs are listed on the New York Stock Exchange, the Directors shall include such number of Independent Directors as applicable law, rules or regulations or the NYSE Rules require for a foreign private issuer so long as the company is a foreign private issuer. The Board of Directors shall have a Chairman of the Board of Directors (the "Chairman") elected and appointed by a majority of the Directors then in office. The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the chairman of the meeting. The Company may by Ordinary Resolution appoint any person to be a Director either to fill a vacancy on the Board created under Article 79 or Article 95 or as an addition to the existing Board. The Directors may by the affirmative vote of all Directors appoint any person to be a Director either to fill a vacancy on the Board created under Article 79 or Article 95 or as an addition to the existing Board.

(b)

(c)

(d)

79. Subject to the terms of these Articles, a Director shall hold office until he is removed from office (i) by Special Resolution; or (ii) upon written notice by the Member(s) who nominated such Director any time notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). 80. The Board may, from time to time, and except as required by applicable law or the listing rules of the recognized stock exchange or automated quotation system where the Company's securities are traded, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time. 81. A Director shall not be required to hold any shares in the Company by way of qualification. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at general meetings. 16

DIRECTORS' FEES AND EXPENSES 82. The Directors shall receive such remuneration as the Board may from time to time determine. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director. 83. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra

DIRECTORS' FEES AND EXPENSES 82. The Directors shall receive such remuneration as the Board may from time to time determine. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director. 83. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article. ALTERNATE DIRECTOR 84. Any Director may in writing appoint another person to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall not be an officer of the Company and shall be deemed to be the agent of the Director appointing him. 85. Any Director may appoint any person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting. POWERS AND DUTIES OF DIRECTORS 86. Subject to the provisions of the Companies Law, these Articles and to any resolutions made in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution made by the Company in a general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been made. 87. Subject to these Articles, the Directors may from time to time appoint any person, whether or not a director of the Company to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing generality, the office of the Chief Executive Officer, 17

one or more Vice Presidents, Chief Financial Officer or Controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any person so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of Managing Director upon like terms, but any such appointment shall ipso facto determine if any Managing Director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated. 88. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

one or more Vice Presidents, Chief Financial Officer or Controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any person so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of Managing Director upon like terms, but any such appointment shall ipso facto determine if any Managing Director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated. 88. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. 89. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him. 90. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the following three Articles shall not limit the general powers conferred by this paragraph. 91. The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any of the aforesaid. 92. The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. 93. Any such delegates as aforesaid may be authorised by the Directors to subdelegate all or any of the powers, authorities, and discretions for the time being vested in them. BORROWING POWERS OF DIRECTORS 18

94. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. DISQUALIFICATION OF DIRECTORS 95. The office of Director shall be vacated, if the Director: (a) becomes bankrupt or makes any arrangement or composition with his creditors; (b) dies or is found to be or becomes of unsound mind;

94. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. DISQUALIFICATION OF DIRECTORS 95. The office of Director shall be vacated, if the Director: (a) becomes bankrupt or makes any arrangement or composition with his creditors; (b) dies or is found to be or becomes of unsound mind; (c) resigns his office by notice in writing to the Company; (d) without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months and the Board resolves that his office be vacated; or (e) if he or she shall be removed from office pursuant to these Articles. PROCEEDINGS OF DIRECTORS 96. The Directors may meet together (whether within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote. A Director may at any time summon a meeting of the Directors by at least three days' notice in writing to every other Director and alternate Director. 97. A Director or Directors may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director or Directors are members, by means of telephone or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting. 98. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be four, provided that a Director and his appointed alternate Director shall be considered only one person for this purpose. A meeting of the Directors at which a quorum is present when the meeting proceeds to business shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. 99. A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at 19

which any such contract or proposed contract or arrangement shall come before the meeting for consideration. 100. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so

which any such contract or proposed contract or arrangement shall come before the meeting for consideration. 100. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement. 101. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company. 102. The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording: (a) all appointments of officers made by the Directors; (b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and (c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors. 103. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings. 104. A resolution signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. When signed a resolution may consist of several documents each signed by one or more of the Directors. 105. The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Company as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose. 20

106. A committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting. 107. A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote. 108. All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

106. A committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting. 107. A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote. 108. All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. PRESUMPTION OF ASSENT 109. A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. DIVIDENDS, DISTRIBUTIONS AND RESERVE 110. Subject to any rights and restrictions for the time being attached to any class or classes of shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. 111. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit. 112. Any dividend may be paid by cheque sent through the post to the registered address of the Member or person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such person and such address as the Member or person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the person to whom it is sent or to the order of such other person as the Member or person entitled, or such joint holders as the case may be, may direct. 21

113. The Directors when paying dividends to the Members in accordance with the foregoing provisions may make such payment either in cash or in specie. 114. Subject to any rights and restrictions for the time being attached to any class or classes of shares, all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid up on any of the shares in the Company dividends may be declared and paid according to the par value of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the share. 115. If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share. 116. No dividend shall bear interest against the Company.

113. The Directors when paying dividends to the Members in accordance with the foregoing provisions may make such payment either in cash or in specie. 114. Subject to any rights and restrictions for the time being attached to any class or classes of shares, all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid up on any of the shares in the Company dividends may be declared and paid according to the par value of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the share. 115. If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share. 116. No dividend shall bear interest against the Company. BOOK OF ACCOUNTS 117. The books of account relating to the Company's affairs shall be kept in such manner as may be determined from time to time by the Directors. 118. The books of account shall be kept at the registered office of the Company, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors. 119. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by the Company by Ordinary Resolution. 120. The accounts relating to the Company's affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited. AUDIT 121. The Directors may appoint an Auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration. 122. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors. 123. Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Members. 22

THE SEAL 124. The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an Assistant Secretary) or in the presence of any one or more persons as the Directors may appoint for the purpose and every person as aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence. 125. The Company may maintain a facsimile of its Seal in such countries or places as the Directors may appoint

THE SEAL 124. The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an Assistant Secretary) or in the presence of any one or more persons as the Directors may appoint for the purpose and every person as aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence. 125. The Company may maintain a facsimile of its Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such person or persons as the Directors shall for this purpose appoint and such person or persons as aforesaid shall sign every instrument to which the facsimile Seal of the Company is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an Assistant Secretary) or in the presence of any one or more persons as the Directors may appoint for the purpose. 126. Notwithstanding the foregoing, a Director shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company. OFFICERS 127. Subject to Article 87, the Company may have a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, a Secretary or Secretary-Treasurer appointed by the Directors. The Directors may also from time to time appoint such other officers as they consider necessary, all for such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors from time to time decide. CAPITALISATION OF PROFITS 128. Subject to the Companies Law, the Board may, with the authority of an Ordinary Resolution: (a) resolve to capitalise an amount standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution; (b) appropriate the sum resolved to be capitalised to the Members in proportion to the nominal amount of shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards: 23

(i) paying up the amounts (if any) for the time being unpaid on shares held by them respectively; or (ii) paying up in full unissued shares or debentures of a nominal amount equal to that sum, and allot the shares or debentures, credited as fully paid, to the Members (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to Members credited as fully paid; (c) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable in fractions the Board may deal with the fractions as it thinks fit;

(i) paying up the amounts (if any) for the time being unpaid on shares held by them respectively; or (ii) paying up in full unissued shares or debentures of a nominal amount equal to that sum, and allot the shares or debentures, credited as fully paid, to the Members (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to Members credited as fully paid; (c) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable in fractions the Board may deal with the fractions as it thinks fit; (d) authorise a person to enter (on behalf of all the Members concerned) an agreement with the Company providing for either: (i) the allotment to the Members respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalisation, or (ii) the payment by the Company on behalf of the Members (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing shares, and any such agreement made under this authority being effective and binding on all those Members; and (e) generally do all acts and things required to give effect to the resolution. SHARE PREMIUM ACCOUNT 129. The Directors shall in accordance with Section 34 of the Companies Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share. 130. There shall be debited to any share premium account on the redemption or purchase of a share the difference between the nominal value of such share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by Section 37 of the Companies Law, out of capital. NOTICES 131. Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the person entitled to give notice to any Member either personally, by facsimile or by sending it through the post in a prepaid letter or via a 24

recognised courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members or, to the extent permitted by all applicable laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the member to the Company or by placing it on the Company's Website provided that the Company has obtained the Member's prior express positive confirmation in writing to receive notices in such manner. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders. 132. Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail. 133. Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes

recognised courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members or, to the extent permitted by all applicable laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the member to the Company or by placing it on the Company's Website provided that the Company has obtained the Member's prior express positive confirmation in writing to receive notices in such manner. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders. 132. Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail. 133. Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened. 134. Any notice or other document, if served by (a) post, shall be deemed to have been served five days after the time when the letter containing the same is posted and if served by courier, shall be deemed to have been served five days after the time when the letter containing the same is delivered to the courier (in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed and duly posted or delivered to the courier), or (b) facsimile, shall be deemed to have been served upon confirmation of receipt, or (c) recognised delivery service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service and in proving such service it shall be sufficient to provide that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier or (d) electronic means as provided herein shall be deemed to have been served and delivered at the expiration of 24 hours after the time it was sent. 135. Any notice or document delivered or sent to any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. 136. Notice of every general meeting shall be given to: (a) all Members holding shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and (b) every person entitled to a share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting. No other person shall be entitled to receive notices of general meetings. 25

INFORMATION 137. No member shall be entitled to require discovery of any information in respect of any detail of the Company's trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the members of the Company to communicate to the public. 138. The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register of Members and transfer books of the Company. INDEMNITY

INFORMATION 137. No member shall be entitled to require discovery of any information in respect of any detail of the Company's trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the members of the Company to communicate to the public. 138. The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register of Members and transfer books of the Company. INDEMNITY 139. Every Director (including for the purposes of this Article any Alternate Director appointed pursuant to the provisions of these Articles) and officer of the Company for the time being and from time to time shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in connection with the execution or discharge of his duties, powers, authorities or discretions as a Director or officer of the Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. For the avoidance of doubt, the Company may enter into an agreement with any Director or officer at the Company in respect of indemnification or exculpation the terms of which differ from the provisions of this Article. 140. No such Director or officer of the Company shall be liable to the Company for any loss or damage unless such liability arises through dishonesty, fraud or default of such Director or officer. FINANCIAL YEAR 141. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each year and shall begin on January 1st in each year. WINDING UP 142. If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Law, divide amongst the Members in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. 26

143. If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the shares held by them at the commencement of the winding up subject to a deduction from those shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of shares issued upon special terms and conditions. 144. Subject to these Articles, if the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such

143. If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the shares held by them at the commencement of the winding up subject to a deduction from those shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of shares issued upon special terms and conditions. 144. Subject to these Articles, if the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of shares. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY 145. Subject to the Companies Law and these Articles, the Company may at any time and from time to time by Special Resolution alter or amend these Articles or the Memorandum of Association of the Company, in whole or in part, or change the name of the Company. REGISTRATION BY WAY OF CONTINUATION 146. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. 27

EXHIBIT 4.2 SUNTECH POWER HOLDINGS CO., LTD. Number Ordinary Shares -[___]- -[___]Incorporated in the Cayman Islands under the Companies Law (as amended or revised from time to time) The authorized share capital of the Company is US$5,000,000 divided into 500,000,000 shares of a nominal or par value of US$0.10 each THIS CERTIFIES THAT [_____] of [_______] is the registered holder of [______] Ordinary Shares in the above-named Company subject to the Memorandum and Articles of Association thereof. Executed on behalf of the Company this [____] day of [______] 20[__]. ------------------------------------- [Seal] Director/Secretary

EXHIBIT 4.2 SUNTECH POWER HOLDINGS CO., LTD. Number Ordinary Shares -[___]- -[___]Incorporated in the Cayman Islands under the Companies Law (as amended or revised from time to time) The authorized share capital of the Company is US$5,000,000 divided into 500,000,000 shares of a nominal or par value of US$0.10 each THIS CERTIFIES THAT [_____] of [_______] is the registered holder of [______] Ordinary Shares in the above-named Company subject to the Memorandum and Articles of Association thereof. Executed on behalf of the Company this [____] day of [______] 20[__]. ------------------------------------- [Seal] Director/Secretary

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. TRANSFER I ____________________________________ (the Transferor) for the value received DO HEREBY transfer to ________________________________________ (the Transferee) the _____________________________________________ shares standing in my name in SUNTECH POWER HOLDINGS CO., LTD. To hold the same unto the Transferee Dated Signed by the Transferor In the presence of: Witness Transferor

EXHIBIT 4.3 EMM DRAFT OF OCTOBER 13, 2005

SUNTECH POWER HOLDINGS CO., LTD. AND

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. TRANSFER I ____________________________________ (the Transferor) for the value received DO HEREBY transfer to ________________________________________ (the Transferee) the _____________________________________________ shares standing in my name in SUNTECH POWER HOLDINGS CO., LTD. To hold the same unto the Transferee Dated Signed by the Transferor In the presence of: Witness Transferor

EXHIBIT 4.3 EMM DRAFT OF OCTOBER 13, 2005

SUNTECH POWER HOLDINGS CO., LTD. AND THE BANK OF NEW YORK AS DEPOSITARY AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS DEPOSIT AGREEMENT DATED AS OF _______________, 2005

EXHIBIT 4.3 TABLE OF CONTENTS

EXHIBIT 4.3 EMM DRAFT OF OCTOBER 13, 2005

SUNTECH POWER HOLDINGS CO., LTD. AND THE BANK OF NEW YORK AS DEPOSITARY AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS DEPOSIT AGREEMENT DATED AS OF _______________, 2005

EXHIBIT 4.3 TABLE OF CONTENTS
ARTICLE 1. SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION DEFINITIONS..............................................1 American Depositary Shares..........................1 Article; Section....................................2 Beneficial Owner....................................2 Commission..........................................2 Company.............................................2 Custodian...........................................2 deposit, deliver, execute, issue, register, surrender, transfer, withdraw or cancel.............2 Deposit Agreement...................................2 Depositary; Corporate Trust Office..................3 Deposited Securities................................3 Dollars.............................................3 Foreign Registrar...................................3 Owner...............................................3 Receipts............................................3 Registrar...........................................3 Restricted Securities...............................3 Securities Act......................................4 Shares..............................................4

1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18

ARTICLE 2. FORM DELIVERY, TRANSFER SECTION 2.1 SECTION 2.2 SECTION 2.3 SECTION 2.4 SECTION 2.5 SECTION 2.6 SECTION 2.7 SECTION 2.8 SECTION 2.9

OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND AND SURRENDER OF RECEIPTS...........................4 Form and Transferability of Receipts................4 Deposit of Shares...................................5 Execution and Delivery of Receipts..................5 Transfer of Receipts; Combination and Split-up of Receipts............................................5 Surrender of Receipts and Withdrawal of Shares......5 Limitations on Execution and Delivery, Transfer and Surrender of Receipts...........................5 Lost Receipts, etc..................................5 Cancellation and Destruction of Surrendered Receipts............................................5 Pre-Release of Receipts.............................5

EXHIBIT 4.3 TABLE OF CONTENTS
ARTICLE 1. SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION DEFINITIONS..............................................1 American Depositary Shares..........................1 Article; Section....................................2 Beneficial Owner....................................2 Commission..........................................2 Company.............................................2 Custodian...........................................2 deposit, deliver, execute, issue, register, surrender, transfer, withdraw or cancel.............2 Deposit Agreement...................................2 Depositary; Corporate Trust Office..................3 Deposited Securities................................3 Dollars.............................................3 Foreign Registrar...................................3 Owner...............................................3 Receipts............................................3 Registrar...........................................3 Restricted Securities...............................3 Securities Act......................................4 Shares..............................................4

1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18

ARTICLE 2. FORM DELIVERY, TRANSFER SECTION 2.1 SECTION 2.2 SECTION 2.3 SECTION 2.4 SECTION 2.5 SECTION 2.6 SECTION 2.7 SECTION 2.8 SECTION 2.9

OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND AND SURRENDER OF RECEIPTS...........................4 Form and Transferability of Receipts................4 Deposit of Shares...................................5 Execution and Delivery of Receipts..................5 Transfer of Receipts; Combination and Split-up of Receipts............................................5 Surrender of Receipts and Withdrawal of Shares......5 Limitations on Execution and Delivery, Transfer and Surrender of Receipts...........................5 Lost Receipts, etc..................................5 Cancellation and Destruction of Surrendered Receipts............................................5 Pre-Release of Receipts.............................5

-iiARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS............................................................5 SECTION 3.1 Filing Proofs, Certificates and Other Information...5 SECTION 3.2 Liability of Owner for Taxes........................5 SECTION 3.3 Warranties on Deposit of Shares.....................5

ARTICLE 4. SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION

4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11

THE DEPOSITED SECURITIES.................................5 Cash Distributions..................................5 Distributions Other Than Cash, Shares or Rights.....5 Distributions in Shares.............................5 Rights..............................................5 Conversion of Foreign Currency......................5 Fixing of Record Date...............................5 Voting of Deposited Securities......................5 Changes Affecting Deposited Securities..............5 Reports.............................................5 Lists of Owners.....................................5 Withholding.........................................5

ARTICLE 5. SECTION 5.1 SECTION 5.2 SECTION 5.3

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY...........5 Maintenance of Office and Transfer Books by the Depositary..........................................5 Prevention or Delay in Performance by the Depositary or Company...............................5 Obligations of the Depositary, the Custodian and

ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS............................................................5 SECTION 3.1 Filing Proofs, Certificates and Other Information...5 SECTION 3.2 Liability of Owner for Taxes........................5 SECTION 3.3 Warranties on Deposit of Shares.....................5

ARTICLE 4. SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION

4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11

THE DEPOSITED SECURITIES.................................5 Cash Distributions..................................5 Distributions Other Than Cash, Shares or Rights.....5 Distributions in Shares.............................5 Rights..............................................5 Conversion of Foreign Currency......................5 Fixing of Record Date...............................5 Voting of Deposited Securities......................5 Changes Affecting Deposited Securities..............5 Reports.............................................5 Lists of Owners.....................................5 Withholding.........................................5

ARTICLE 5. SECTION 5.1 SECTION 5.2 SECTION 5.3 SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11 5.12

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY...........5 Maintenance of Office and Transfer Books by the Depositary..........................................5 Prevention or Delay in Performance by the Depositary or Company...............................5 Obligations of the Depositary, the Custodian and the Company.........................................5 Resignation and Removal of the Depositary...........5 The Custodians......................................5 Notices and Reports.................................5 Distribution of Additional Shares, Rights, etc......5 Indemnification.....................................5 Charges of Depositary...............................5 Retention of Depositary Documents...................5 Exclusivity.........................................5 List of Restricted Securities Owners................5

ARTICLE 6. SECTION 6.1 SECTION 6.2

AMENDMENT AND TERMINATION................................5 Amendment...........................................5 Termination.........................................5

ARTICLE 7. SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION

7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8

SECTION 7.9

MISCELLANEOUS............................................5 Counterparts........................................5 No Third Party Beneficiaries........................5 Severability........................................5 Owners and Beneficial Owners as Parties; Binding Effect..............................................5 Notices.............................................5 Governing Law.......................................5 Compliance with U.S. Securities Laws................5 Submission to Jurisdiction; Appointment of Agent for Service of Process..............................5 Arbitration.........................................5

DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of ________________, 2005 among SUNTECH POWER HOLDINGS CO., LTD., incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder. WITNESSETH:

ARTICLE 7. SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION

7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8

SECTION 7.9

MISCELLANEOUS............................................5 Counterparts........................................5 No Third Party Beneficiaries........................5 Severability........................................5 Owners and Beneficial Owners as Parties; Binding Effect..............................................5 Notices.............................................5 Governing Law.......................................5 Compliance with U.S. Securities Laws................5 Submission to Jurisdiction; Appointment of Agent for Service of Process..............................5 Arbitration.........................................5

DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of ________________, 2005 among SUNTECH POWER HOLDINGS CO., LTD., incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder. WITNESSETH: WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as follows: ARTICLE 1. DEFINITIONS. The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement: SECTION 1.1 American Depositary Shares. The term "American Depositary Shares" shall mean the securities representing the interests in the Deposited Securities and evidenced by the Receipts issued hereunder. Each American Depositary Share shall represent the number of Shares specified in Exhibit A annexed hereto, until there shall occur a distribution upon Deposited Securities covered by Section 4.3 or a change in Deposited Securities covered by Section 4.8 with respect to which additional Receipts are not executed and delivered, and thereafter American Depositary Shares shall evidence the amount of Shares or Deposited Securities specified in such Sections.

SECTION 1.2 Article; Section. Wherever references are made in this Deposit Agreement to an "Article" or "Articles" or to a "Section" or "Sections", such references shall mean an article or articles or a section or sections of this Deposit Agreement, unless otherwise required by the context. SECTION 1.3 Beneficial Owner. The term "Beneficial Owner" shall mean each person owning from time to time any beneficial interest in the American Depositary Shares evidenced by any Receipt. SECTION 1.4 Commission.

DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of ________________, 2005 among SUNTECH POWER HOLDINGS CO., LTD., incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder. WITNESSETH: WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as follows: ARTICLE 1. DEFINITIONS. The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement: SECTION 1.1 American Depositary Shares. The term "American Depositary Shares" shall mean the securities representing the interests in the Deposited Securities and evidenced by the Receipts issued hereunder. Each American Depositary Share shall represent the number of Shares specified in Exhibit A annexed hereto, until there shall occur a distribution upon Deposited Securities covered by Section 4.3 or a change in Deposited Securities covered by Section 4.8 with respect to which additional Receipts are not executed and delivered, and thereafter American Depositary Shares shall evidence the amount of Shares or Deposited Securities specified in such Sections.

SECTION 1.2 Article; Section. Wherever references are made in this Deposit Agreement to an "Article" or "Articles" or to a "Section" or "Sections", such references shall mean an article or articles or a section or sections of this Deposit Agreement, unless otherwise required by the context. SECTION 1.3 Beneficial Owner. The term "Beneficial Owner" shall mean each person owning from time to time any beneficial interest in the American Depositary Shares evidenced by any Receipt. SECTION 1.4 Commission. The term "Commission" shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States. SECTION 1.5 Company. The term "Company" shall mean Suntech Power Holdings Co., Ltd., incorporated under the laws of the Cayman Islands, and its successors. SECTION 1.6 Custodian. The term "Custodian" shall mean the principal Hong Kong office of The Hongkong and Shanghai Banking Corporation Limited, as agent of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.5, as substitute or additional custodian or custodians hereunder, as the context shall require and shall also mean all of them collectively.

SECTION 1.2 Article; Section. Wherever references are made in this Deposit Agreement to an "Article" or "Articles" or to a "Section" or "Sections", such references shall mean an article or articles or a section or sections of this Deposit Agreement, unless otherwise required by the context. SECTION 1.3 Beneficial Owner. The term "Beneficial Owner" shall mean each person owning from time to time any beneficial interest in the American Depositary Shares evidenced by any Receipt. SECTION 1.4 Commission. The term "Commission" shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States. SECTION 1.5 Company. The term "Company" shall mean Suntech Power Holdings Co., Ltd., incorporated under the laws of the Cayman Islands, and its successors. SECTION 1.6 Custodian. The term "Custodian" shall mean the principal Hong Kong office of The Hongkong and Shanghai Banking Corporation Limited, as agent of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.5, as substitute or additional custodian or custodians hereunder, as the context shall require and shall also mean all of them collectively. SECTION 1.7 deposit, deliver, execute, issue, register, surrender, transfer, withdraw or cancel. The terms "deposit", "deliver", "execute", "issue", "register", "surrender", "transfer", "withdraw" or "cancel", when used with respect to Shares, shall refer, where the context requires, to an entry or entries or an electronic transfer or transfers in an account or accounts maintained by institutions authorized under the laws of the Cayman Islands to effect transfers of securities and not to the physical transfer of certificates representing the Shares. SECTION 1.8 Deposit Agreement. The term "Deposit Agreement" shall mean this Agreement, as the same may be amended from time to time in accordance with the provisions hereof. -2-

SECTION 1.9 Depositary; Corporate Trust Office. The term "Depositary" shall mean The Bank of New York, a New York banking corporation and any successor as depositary hereunder. The term "Corporate Trust Office", when used with respect to the Depositary, shall mean the office of the Depositary which at the date of this Agreement is 101 Barclay Street, New York, New York, 10286. SECTION 1.10 Deposited Securities. The term "Deposited Securities" as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement and any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time held hereunder, subject as to cash to the provisions of Section 4.5. SECTION 1.11 Dollars. The term "Dollars" shall mean United States dollars. SECTION 1.12 Foreign Registrar. The term "Foreign Registrar" shall mean the entity that presently carries out the duties of registrar for the Shares or any successor as registrar for the Shares and any other appointed agent of the Company for the transfer and registration of Shares.

SECTION 1.9 Depositary; Corporate Trust Office. The term "Depositary" shall mean The Bank of New York, a New York banking corporation and any successor as depositary hereunder. The term "Corporate Trust Office", when used with respect to the Depositary, shall mean the office of the Depositary which at the date of this Agreement is 101 Barclay Street, New York, New York, 10286. SECTION 1.10 Deposited Securities. The term "Deposited Securities" as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement and any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time held hereunder, subject as to cash to the provisions of Section 4.5. SECTION 1.11 Dollars. The term "Dollars" shall mean United States dollars. SECTION 1.12 Foreign Registrar. The term "Foreign Registrar" shall mean the entity that presently carries out the duties of registrar for the Shares or any successor as registrar for the Shares and any other appointed agent of the Company for the transfer and registration of Shares. SECTION 1.13 Owner. The term "Owner" shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained for such purpose. SECTION 1.14 Receipts. The term "Receipts" shall mean the American Depositary Receipts issued hereunder evidencing American Depositary Shares. SECTION 1.15 Registrar. The term "Registrar" shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed by the Depositary to register Receipts and transfers of Receipts as herein provided. SECTION 1.16 Restricted Securities. The term "Restricted Securities" shall mean collectively or individually, as the context may require, Shares, or Receipts representing such Shares, which are acquired directly or indirectly from the Company or its affiliates (as defined in Rule 144 under the Securities Act) in a transaction or chain of transactions not involving any public offering or which are subject to resale limitations under Regulation D under that Act or both, or which are held directly or indirectly by an officer, director (or persons performing similar functions) or other affiliate of the Company, or which would require registration under the Securities Act in connection with the public offer and sale thereof in the United

States, or which are subject to other restrictions on sale or deposit under the laws of the United States, the People's Republic of China, the Cayman Islands or Hong Kong, or under a shareholder agreement or the Memorandum and Articles of Association of the Company unless the sale of such Shares in the United States would be covered by an effective registration statement under the Securities Act. SECTION 1.17 Securities Act. The term "Securities Act" shall mean the United States Securities Act of 1933, as from time to time amended. SECTION 1.18 Shares. The term "Shares" shall mean Ordinary Shares in registered form of the Company, heretofore validly issued and outstanding and fully paid, nonassessable and that were not issued in violation of any pre-emptive rights of the holders of outstanding Shares or hereafter validly issued and outstanding and fully paid, nonassessable and that were not issued in violation of any pre-emptive rights of the holders of outstanding Shares or interim certificates representing such Shares.

States, or which are subject to other restrictions on sale or deposit under the laws of the United States, the People's Republic of China, the Cayman Islands or Hong Kong, or under a shareholder agreement or the Memorandum and Articles of Association of the Company unless the sale of such Shares in the United States would be covered by an effective registration statement under the Securities Act. SECTION 1.17 Securities Act. The term "Securities Act" shall mean the United States Securities Act of 1933, as from time to time amended. SECTION 1.18 Shares. The term "Shares" shall mean Ordinary Shares in registered form of the Company, heretofore validly issued and outstanding and fully paid, nonassessable and that were not issued in violation of any pre-emptive rights of the holders of outstanding Shares or hereafter validly issued and outstanding and fully paid, nonassessable and that were not issued in violation of any pre-emptive rights of the holders of outstanding Shares or interim certificates representing such Shares. ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS. SECTION 2.1 Form and Transferability of Receipts. Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts bearing the manual or facsimile signature of a duly authorized signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the Depositary, notwithstanding that such signatory has ceased to hold such office prior to the execution and delivery of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts. The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange (which, for all purposes hereof, shall include the New York Stock

Exchange) upon which American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise. Title to a Receipt (and to the American Depositary Shares evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument under the laws of New York; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the Owner thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. SECTION 2.2 Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the

Exchange) upon which American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise. Title to a Receipt (and to the American Depositary Shares evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument under the laws of New York; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the Owner thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. SECTION 2.2 Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Cayman Islands or the People's Republic of China which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder.

Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. SECTION 2.3 Execution and Delivery of Receipts. Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in addition, if the transfer books of the Company or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Company that any Deposited Securities have been recorded upon the books of the Company or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment

Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. SECTION 2.3 Execution and Delivery of Receipts. Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in addition, if the transfer books of the Company or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Company that any Deposited Securities have been recorded upon the books of the Company or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fees and expenses of the Depositary for the execution and delivery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities. SECTION 2.4 Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time, upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary may, with notice given as promptly as practicable to the Company, appoint one or more cotransfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. The Depositary shall require each co-transfer agent that it appoints under this Section 2.4 to give notice in writing to the Depositary accepting such appointment and agreeing to abide by the applicable terms of this Deposit Agreement. SECTION 2.5 Surrender of Receipts and Withdrawal of Shares. Upon surrender at the Corporate Trust Office of the Depositary of a Receipt for the purpose of withdrawal of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and upon payment of the fee of the Depositary for the surrender of Receipts as provided in Section 5.9 and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner of such Receipt shall be entitled to delivery, to him or upon his order, of the amount of Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt. Delivery of such Deposited Securities may be made by

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary may, with notice given as promptly as practicable to the Company, appoint one or more cotransfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. The Depositary shall require each co-transfer agent that it appoints under this Section 2.4 to give notice in writing to the Depositary accepting such appointment and agreeing to abide by the applicable terms of this Deposit Agreement. SECTION 2.5 Surrender of Receipts and Withdrawal of Shares. Upon surrender at the Corporate Trust Office of the Depositary of a Receipt for the purpose of withdrawal of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and upon payment of the fee of the Depositary for the surrender of Receipts as provided in Section 5.9 and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner of such Receipt shall be entitled to delivery, to him or upon his order, of the amount of Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt. Delivery of such Deposited Securities may be made by the delivery of (a) certificates for Shares in the name of such Owner or as ordered by him or by certificates properly endorsed or accompanied by proper instruments of transfer to such Owner or as ordered by him and (b) any other securities, property and cash to which such Owner is then entitled in respect of such Receipts to such Owner or as ordered by him. Such delivery shall be made, as hereinafter provided, without unreasonable delay. A Receipt surrendered for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and if the Depositary so requires, the Owner thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such order. Thereupon the Depositary shall direct the Custodian to deliver at the office of such Custodian, subject to Sections 2.6, 3.1 and 3.2 and to the other terms and conditions of this Deposit Agreement, to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided,

the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, except that the Depositary may make delivery to such person or persons at the Corporate Trust Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary. At the request, risk and expense of any Owner so surrendering a Receipt, and for the account of such Owner, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) comprising, and forward a certificate or certificates, if applicable, and other proper documents of title for, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt to the Depositary for delivery at the Corporate Trust Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission. The Depositary shall not deliver the Deposited Securities except (i) upon surrender of Receipts under this Section 2.5, (ii) in a surrender of the Deposited Securities to the Company or its agent in a transaction to which Section 4.8 applies or (iii) in connection with a sale of the Deposited Securities permitted under Section 3.2, 4.3, 4.4, 4.11 or 6.2. SECTION 2.6 Limitations on Execution and Delivery, Transfer and Surrender of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require

the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, except that the Depositary may make delivery to such person or persons at the Corporate Trust Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary. At the request, risk and expense of any Owner so surrendering a Receipt, and for the account of such Owner, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) comprising, and forward a certificate or certificates, if applicable, and other proper documents of title for, the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt to the Depositary for delivery at the Corporate Trust Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission. The Depositary shall not deliver the Deposited Securities except (i) upon surrender of Receipts under this Section 2.5, (ii) in a surrender of the Deposited Securities to the Company or its agent in a transaction to which Section 4.8 applies or (iii) in connection with a sale of the Deposited Securities permitted under Section 3.2, 4.3, 4.4, 4.11 or 6.2. SECTION 2.6 Limitations on Execution and Delivery, Transfer and Surrender of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax, stamp duty or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed as provided in Section 5.1, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under

any provision of this Deposit Agreement, or for any other reason, subject to the provisions of Section 7.7. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act for public sale in the United States, unless a registration statement is in effect as to such Shares. SECTION 2.7 Lost Receipts, etc. In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt. Before the Depositary shall execute and deliver a new Receipt in substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other reasonable requirements imposed by the Depositary. SECTION 2.8 Cancellation and Destruction of Surrendered Receipts.

any provision of this Deposit Agreement, or for any other reason, subject to the provisions of Section 7.7. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act for public sale in the United States, unless a registration statement is in effect as to such Shares. SECTION 2.7 Lost Receipts, etc. In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt. Before the Depositary shall execute and deliver a new Receipt in substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other reasonable requirements imposed by the Depositary. SECTION 2.8 Cancellation and Destruction of Surrendered Receipts. All Receipts surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Receipts so cancelled. SECTION 2.9 Pre-Release of Receipts. The Depositary may, notwithstanding Section 2.3, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release"). The Depositary may, pursuant to Section 2.5, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts,

as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or Receipts upon termination of a PreRelease transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF

as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or Receipts upon termination of a PreRelease transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS. SECTION 3.1 Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit or any Owner or Beneficial Owner of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made. If requested in writing, the Depositary shall, as promptly as practicable, provide the Company, at the expense of the Company, with copies of any such proofs, certificates or other information it receives pursuant to this section, unless prohibited by applicable law.

SECTION 3.2 Liability of Owner for Taxes. If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any Receipt or any Deposited Securities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner of such Receipt to the Depositary. The Depositary may refuse to effect any transfer of such Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner of such Receipt shall remain liable for any deficiency. SECTION 3.3 Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and were not issued in violation of any pre-emptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the Shares are eligible for deposit in accordance with this Deposit Agreement and the General Instructions to Form F-6 under the Securities Act, and Receipts evidencing American Depositary Shares representing the Shares would not be, Restricted Securities. All representations and warranties deemed made under this Section 3.3 shall survive the deposit of Shares and delivery or surrender of Receipts. ARTICLE 4. THE DEPOSITED SECURITIES.

SECTION 3.2 Liability of Owner for Taxes. If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any Receipt or any Deposited Securities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner of such Receipt to the Depositary. The Depositary may refuse to effect any transfer of such Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner of such Receipt shall remain liable for any deficiency. SECTION 3.3 Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and were not issued in violation of any pre-emptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the Shares are eligible for deposit in accordance with this Deposit Agreement and the General Instructions to Form F-6 under the Securities Act, and Receipts evidencing American Depositary Shares representing the Shares would not be, Restricted Securities. All representations and warranties deemed made under this Section 3.3 shall survive the deposit of Shares and delivery or surrender of Receipts. ARTICLE 4. THE DEPOSITED SECURITIES. SECTION 4.1 Cash Distributions. Whenever the Depositary shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.5, convert such dividend or distribution into Dollars and shall distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Section 5.9 hereof, if applicable) to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company or the Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribution an amount on account of taxes, the amount distributed to the Owner of the Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Owner a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto. The Company or its agent will remit to the

appropriate governmental agency in the Cayman Islands or the People's Republic of China all amounts withheld and owing to such agency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners of Receipts. SECTION 4.2 Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net

appropriate governmental agency in the Cayman Islands or the People's Republic of China all amounts withheld and owing to such agency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners of Receipts. SECTION 4.2 Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act. SECTION 4.3 Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Company shall so request in writing, distribute to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other

governmental charge as provided in Section 4.11 and the payment of fees and expenses of the Depositary as provided in Section 5.9. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute any net proceeds to the Owners entitled to them, all in the manner and subject to the conditions described in Section 4.1. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. SECTION 4.4 Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available to any Owners entitled to them or in disposing of such rights on behalf of any Owners otherwise entitled to them and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its reasonable discretion that it is lawful and feasible to make such rights available to all Owners or to certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.

governmental charge as provided in Section 4.11 and the payment of fees and expenses of the Depositary as provided in Section 5.9. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute any net proceeds to the Owners entitled to them, all in the manner and subject to the conditions described in Section 4.1. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. SECTION 4.4 Rights. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available to any Owners entitled to them or in disposing of such rights on behalf of any Owners otherwise entitled to them and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its reasonable discretion that it is lawful and feasible to make such rights available to all Owners or to certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate. In circumstances in which rights would otherwise not be distributed, if an Owner of Receipts requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner hereunder, the Depositary will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law. If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As

agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.2 of this Deposit Agreement, and shall, pursuant to Section 2.3 of this Deposit Agreement, execute and deliver Receipts to such Owner. In the case of a distribution pursuant to the second paragraph of this section, such Receipts shall be legended in accordance with applicable U.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under such laws. If the Depositary determines in its reasonable discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.9 and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of this Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise. The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act with respect to a distribution to Owners or are registered under the provisions of such Act; provided, however, that nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or

agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.2 of this Deposit Agreement, and shall, pursuant to Section 2.3 of this Deposit Agreement, execute and deliver Receipts to such Owner. In the case of a distribution pursuant to the second paragraph of this section, such Receipts shall be legended in accordance with applicable U.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under such laws. If the Depositary determines in its reasonable discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.9 and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of this Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise. The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act with respect to a distribution to Owners or are registered under the provisions of such Act; provided, however, that nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If an Owner of Receipts requests distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration; provided, however, that the Company will have no obligation to cause its counsel to issue such opinion at the request of such Owner. The Depositary shall not be responsible for any reasonable failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular. SECTION 4.5 Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or

cause to be converted, by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9. If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable. If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable without excessively burdensome or otherwise unreasonable efforts, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, or if there are foreign exchange controls in place that prohibit such conversion, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.

cause to be converted, by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9. If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable. If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable without excessively burdensome or otherwise unreasonable efforts, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, or if there are foreign exchange controls in place that prohibit such conversion, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto. SECTION 4.6 Fixing of Record Date. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date, which date shall be the same date, to the extent practicable, as the record date for the Deposited

Securities or if different, as close thereto as practicable (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at any such, (b) on or after which each American Depositary Share will represent the changed number of Shares or (c) for any other matter. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively and to give voting instructions and to act in respect of any other such matter. SECTION 4.7 Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the discretion of the Depositary and shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the People's Republic of China and Cayman Islands law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the

Securities or if different, as close thereto as practicable (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at any such, (b) on or after which each American Depositary Share will represent the changed number of Shares or (c) for any other matter. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively and to give voting instructions and to act in respect of any other such matter. SECTION 4.7 Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the discretion of the Depositary and shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the People's Republic of China and Cayman Islands law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the "Instruction Date"), the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to such Shares or other Deposited Securities other than in accordance with such instructions. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company requests the Depositary to act under the preceding paragraph, the Company shall give the Depositary notice of any such meeting not less than 30 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the first paragraph of this Section 4.7 sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions of that paragraph.

SECTION 4.8 Changes Affecting Deposited Securities. In circumstances where the provisions of Section 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities, shall be treated as new Deposited Securities under this Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, if any, the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities. SECTION 4.9 Reports. The Depositary shall make available for inspection by Owners at its Corporate Trust Office, as promptly as practicable after receipt, any reports and communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also send to the Owners copies of such reports furnished by the Company pursuant to Section 5.6. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English.

SECTION 4.8 Changes Affecting Deposited Securities. In circumstances where the provisions of Section 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities, shall be treated as new Deposited Securities under this Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, if any, the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities. SECTION 4.9 Reports. The Depositary shall make available for inspection by Owners at its Corporate Trust Office, as promptly as practicable after receipt, any reports and communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also send to the Owners copies of such reports furnished by the Company pursuant to Section 5.6. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English. SECTION 4.10 Lists of Owners. Promptly upon request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the names, addresses and holdings of American Depositary Shares by all persons in whose names Receipts are registered on the books of the Depositary. SECTION 4.11 Withholding. The Company or its agent will remit to the appropriate governmental agencies in the Cayman Islands and the People's Republic of China all amounts withheld and owing to such agencies. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners of Receipts. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other

governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively. ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at its Corporate Trust Office for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners and the Company, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in

governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively. ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at its Corporate Trust Office for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners and the Company, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the reasonable written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or, with notice given as promptly as practicable to the Company, appoint a Registrar or one or more co-registrars for registry of American Depositary Shares in accordance with any requirements of that exchange or exchanges. The Depositary shall require each Registrar and co-registrar that it appoints under this Section 5.1 to give notice in writing to the Depositary accepting such appointment and agreeing to abide by the applicable terms of this Deposit Agreement. SECTION 5.2 Prevention or Delay in Performance by the Depositary or Company. Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law or regulation of the United States, the People's Republic of China or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the

Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse, in each such case without liability to the Company or the Depositary. SECTION 5.3 Obligations of the Depositary, the Custodian and the Company. Neither the Company, nor its directors, officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse, in each such case without liability to the Company or the Depositary. SECTION 5.3 Obligations of the Depositary, the Custodian and the Company. Neither the Company, nor its directors, officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor its directors, officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary.

Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement. SECTION 5.4 Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal,

Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement. SECTION 5.4 Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 120th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners.

Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act. SECTION 5.5 The Custodians. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the

Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act. SECTION 5.5 The Custodians. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary. SECTION 5.6 Notices and Reports. On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the offering of any rights, the Company agrees to transmit to the Depositary and the Custodian a copy of the notice thereof in the form given or to be given to holders of Shares or other Deposited Securities. The Company will arrange for the translation into English, if not already in English, to the extent required pursuant to any regulation of the Commission, and the prompt transmittal by the Company to the Depositary and the Custodian of such notices and any other reports and communications which are made generally available by the Company to holders of its Shares. If requested in writing by the Company, the

Depositary will arrange for the mailing, at the Company's expense, of copies of such notices, reports and communications to all Owners. The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings. SECTION 5.7 Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any entity or person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement

Depositary will arrange for the mailing, at the Company's expense, of copies of such notices, reports and communications to all Owners. The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings. SECTION 5.7 Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any entity or person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act or the Company furnishes to the Depositary a written opinion from U.S. counsel for the Company, which counsel shall be reasonably satisfactory to the Depositary, stating that the Shares to be deposited could be offered and sold publicly by the holder in the United States without further registration of those Shares under the Securities Act. SECTION 5.8 Indemnification. The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to, the fees and expenses of counsel) which may arise out of (a) any registration with the Commission of Receipts, American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or (b) acts performed or omitted, pursuant to the provisions of this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its directors, employees, agents and affiliates.

The indemnities contained in the preceding paragraph shall not extend to any liability or expense which arises solely and exclusively out of a Pre-Release (as defined in Section 2.9) of a Receipt or Receipts in accordance with Section 2.09 and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release pursuant to Section 2.9; provided, however, that the indemnities provided in the preceding paragraph shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had a Receipt or Receipts not been the subject of a Pre-Release, or (ii) which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for use in any of the foregoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. The Depositary agrees to indemnify the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense (including, but not limited to, the reasonable fees and expense of counsel), which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, employees, agents and affiliates due to their negligence or bad faith. If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute

The indemnities contained in the preceding paragraph shall not extend to any liability or expense which arises solely and exclusively out of a Pre-Release (as defined in Section 2.9) of a Receipt or Receipts in accordance with Section 2.09 and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release pursuant to Section 2.9; provided, however, that the indemnities provided in the preceding paragraph shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had a Receipt or Receipts not been the subject of a Pre-Release, or (ii) which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for use in any of the foregoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. The Depositary agrees to indemnify the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense (including, but not limited to, the reasonable fees and expense of counsel), which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, employees, agents and affiliates due to their negligence or bad faith. If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a "Proceeding") in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the "Indemnitee") shall promptly (and in no event more than ten (10) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee's ability to seek indemnification from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnitor's ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no conflict of interest exists as specified in subparagraph (b) below or there are no other defenses available to Indemnitee as specified in subparagraph (d) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney's fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have reasonably and in good faith concluded that

there is a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, (c) the Indemnitor fails, within ten (10) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee or (d) there are legal defenses available to Indemnitee that are different from or are in addition to those available to the Indemnitor. No compromise or settlement of such Proceeding may be effected by either party without the other party's consent unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnitor shall have no obligation to indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such Proceeding. SECTION 5.9 Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.

there is a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, (c) the Indemnitor fails, within ten (10) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee or (d) there are legal defenses available to Indemnitee that are different from or are in addition to those available to the Indemnitor. No compromise or settlement of such Proceeding may be effected by either party without the other party's consent unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnitor shall have no obligation to indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such Proceeding. SECTION 5.9 Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of Receipts pursuant to Section 2.5 or 6.2, (6) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to

Sections 4.1 through 4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts. SECTION 5.10 Retention of Depositary Documents. The Depositary is authorized to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted by the laws or regulations governing the Depositary unless the Company reasonably requests that such papers be retained for a longer period or be delivered to the Company or to a successor depositary. SECTION 5.11 Exclusivity.

Sections 4.1 through 4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts. SECTION 5.10 Retention of Depositary Documents. The Depositary is authorized to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted by the laws or regulations governing the Depositary unless the Company reasonably requests that such papers be retained for a longer period or be delivered to the Company or to a successor depositary. SECTION 5.11 Exclusivity. Subject to Sections 5.4 and 6.2, the Company agrees not to appoint any other depositary for issuance of American or global depositary receipts so long as The Bank of New York is acting as Depositary hereunder. SECTION 5.12 List of Restricted Securities Owners. From time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities. The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon. ARTICLE 6. AMENDMENT AND TERMINATION. SECTION 6.1 Amendment. The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners and Beneficial Owners in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges,

registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding Receipts until the expiration of 30 days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. SECTION 6.2 Termination. The Depositary shall at any time at the direction of the Company terminate this Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate this Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding if at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4. On and after the date of termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts

registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding Receipts until the expiration of 30 days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. SECTION 6.2 Termination. The Depositary shall at any time at the direction of the Company terminate this Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate this Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding if at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4. On and after the date of termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.5, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in this Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with

respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except for its obligations to the Company under Section 5.8 and to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 hereof. ARTICLE 7. MISCELLANEOUS. SECTION 7.1 Counterparts. This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection by any Owner or Beneficial Owner of a Receipt during business hours. SECTION 7.2 No Third Party Beneficiaries. This Deposit Agreement is for the exclusive benefit of the parties hereto (which shall include the Owners and Beneficial Owners) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except as otherwise specifically provided in this Agreement with respect to co-transfer agents

respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except for its obligations to the Company under Section 5.8 and to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 hereof. ARTICLE 7. MISCELLANEOUS. SECTION 7.1 Counterparts. This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection by any Owner or Beneficial Owner of a Receipt during business hours. SECTION 7.2 No Third Party Beneficiaries. This Deposit Agreement is for the exclusive benefit of the parties hereto (which shall include the Owners and Beneficial Owners) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except as otherwise specifically provided in this Agreement with respect to co-transfer agents and the Custodian. SECTION 7.3 Severability. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby. SECTION 7.4 Owners and Beneficial Owners as Parties; Binding Effect. The Owners and Beneficial Owners of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance thereof. SECTION 7.5 Notices. Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to Suntech Power Holdings Co., Ltd., 17-6 Changjiang South Road, New District, Wuxi, Jiangsu Province 214028, China: Attention: _________, or any other place to which the Company may have transferred its principal office with notice to the Depositary.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if in English and personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention: American Depositary Receipt Administration, or any other place to which the Depositary may have transferred its Corporate Trust Office with notice to the Company. Any and all notices to be given to any Owner shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the transfer books for Receipts of the Depositary, or, if such Owner shall have filed with the Depositary a written request that notices intended for such Owner be mailed to some other address, at the address designated in such request. Delivery of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office letter box. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it, notwithstanding that such cable, telex or facsimile transmission shall not subsequently be confirmed by letter as aforesaid.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if in English and personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention: American Depositary Receipt Administration, or any other place to which the Depositary may have transferred its Corporate Trust Office with notice to the Company. Any and all notices to be given to any Owner shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the transfer books for Receipts of the Depositary, or, if such Owner shall have filed with the Depositary a written request that notices intended for such Owner be mailed to some other address, at the address designated in such request. Delivery of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office letter box. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it, notwithstanding that such cable, telex or facsimile transmission shall not subsequently be confirmed by letter as aforesaid. SECTION 7.6 Governing Law. This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by the laws of the State of New York without regard to conflicts of laws, rules or principles thereof. SECTION 7.7 Compliance with U.S. Securities Laws. Notwithstanding anything in this Deposit Agreement to the contrary, the Company and the Depositary each agrees that it will not exercise any rights it has under this Deposit Agreement to permit the withdrawal or delivery of Deposited Securities in a manner which would violate the U.S. securities laws, including, but not limited to, Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act. SECTION 7.8 Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates and appoints CT Corporation System, 111 Eighth Avenue, New York, New York, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the

Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. SECTION 7.9 Arbitration. In the event the Depositary is advised that a judgment of a court in the United States may not be recognized, the following provisions shall apply: (i) Any controversy, claim or cause of action brought by any party or parties hereto against any other party or

Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. SECTION 7.9 Arbitration. In the event the Depositary is advised that a judgment of a court in the United States may not be recognized, the following provisions shall apply: (i) Any controversy, claim or cause of action brought by any party or parties hereto against any other party or parties hereto arising out of or relating to the Deposit Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (ii) The place of the arbitration shall be the City of New York, State of New York, United States of America, and the language of the arbitration shall be English. (iii) The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant and respondent), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If either or both parties fail to select an arbitrator, or if such alignment (in the event there is more than two parties) shall not have occurred, within sixty (60) calendar days after the initiating party serves the arbitration demand or the two arbitrators fail to select a third arbitrator within sixty (60) calendar days of the selection of the second arbitrator, the American Arbitration Association shall appoint the arbitrator or arbitrators in accordance with its rules. The

parties and the American Arbitration Association may appoint the arbitrators from among the nationals of any country, whether or not a party is a national of that country. (iv) The arbitrators shall have no authority to award damages not measured by the prevailing party's actual damages and shall have no authority to award any consequential, special or punitive damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Deposit Agreement. (v) In the event any third-party action or proceeding is instituted against the Depositary relating to or arising from any act or failure to act by the Company, the Company hereby submits to the personal jurisdiction of the court or administrative agency in which such action or proceeding is brought.

IN WITNESS WHEREOF, SUNTECH POWER HOLDINGS CO., LTD. and THE BANK OF NEW YORK have duly executed this agreement as of the day and year first set forth above and all Owners and Beneficial Owners shall become parties hereto upon acceptance by them of Receipts issued in accordance with the terms hereof.

parties and the American Arbitration Association may appoint the arbitrators from among the nationals of any country, whether or not a party is a national of that country. (iv) The arbitrators shall have no authority to award damages not measured by the prevailing party's actual damages and shall have no authority to award any consequential, special or punitive damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Deposit Agreement. (v) In the event any third-party action or proceeding is instituted against the Depositary relating to or arising from any act or failure to act by the Company, the Company hereby submits to the personal jurisdiction of the court or administrative agency in which such action or proceeding is brought.

IN WITNESS WHEREOF, SUNTECH POWER HOLDINGS CO., LTD. and THE BANK OF NEW YORK have duly executed this agreement as of the day and year first set forth above and all Owners and Beneficial Owners shall become parties hereto upon acceptance by them of Receipts issued in accordance with the terms hereof. SUNTECH POWER HOLDINGS CO., LTD. By: Name:

Title: THE BANK OF NEW YORK, as Depositary By: Name:

Title:

Exhibit A to Deposit Agreement NO. ___________________________________ AMERICAN DEPOSITARY SHARES (EACH AMERICAN DEPOSITARY SHARE REPRESENTS ___ (___) DEPOSITED SHARE[(S)]) THE BANK OF NEW YORK AMERICAN DEPOSITARY RECEIPT FOR ORDINARY SHARES, PAR VALUE $0.01 PER SHARE, OF SUNTECH POWER HOLDINGS CO., LTD. (INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS) The Bank of New York as depositary (hereinafter called the Depositary), hereby certifies that ______________, or registered assigns IS THE OWNER OF

IN WITNESS WHEREOF, SUNTECH POWER HOLDINGS CO., LTD. and THE BANK OF NEW YORK have duly executed this agreement as of the day and year first set forth above and all Owners and Beneficial Owners shall become parties hereto upon acceptance by them of Receipts issued in accordance with the terms hereof. SUNTECH POWER HOLDINGS CO., LTD. By: Name:

Title: THE BANK OF NEW YORK, as Depositary By: Name:

Title:

Exhibit A to Deposit Agreement NO. ___________________________________ AMERICAN DEPOSITARY SHARES (EACH AMERICAN DEPOSITARY SHARE REPRESENTS ___ (___) DEPOSITED SHARE[(S)]) THE BANK OF NEW YORK AMERICAN DEPOSITARY RECEIPT FOR ORDINARY SHARES, PAR VALUE $0.01 PER SHARE, OF SUNTECH POWER HOLDINGS CO., LTD. (INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS) The Bank of New York as depositary (hereinafter called the Depositary), hereby certifies that ______________, or registered assigns IS THE OWNER OF AMERICAN DEPOSITARY SHARES representing deposited Ordinary Shares (herein called Shares) of Suntech Power Holdings Co., Ltd., incorporated under the laws of the Cayman Islands (herein called the Company). At the date hereof, each American Depositary Share represents _____ (__) Share[(s)] which are either deposited or subject to deposit under the Deposit Agreement referred to below at the principal Hong Kong office of The Hongkong and Shanghai Banking Corporation Limited (herein called the Custodian). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286. THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS 101 BARCLAY STREET, NEW YORK, N.Y. 10286

Exhibit A to Deposit Agreement NO. ___________________________________ AMERICAN DEPOSITARY SHARES (EACH AMERICAN DEPOSITARY SHARE REPRESENTS ___ (___) DEPOSITED SHARE[(S)]) THE BANK OF NEW YORK AMERICAN DEPOSITARY RECEIPT FOR ORDINARY SHARES, PAR VALUE $0.01 PER SHARE, OF SUNTECH POWER HOLDINGS CO., LTD. (INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS) The Bank of New York as depositary (hereinafter called the Depositary), hereby certifies that ______________, or registered assigns IS THE OWNER OF AMERICAN DEPOSITARY SHARES representing deposited Ordinary Shares (herein called Shares) of Suntech Power Holdings Co., Ltd., incorporated under the laws of the Cayman Islands (herein called the Company). At the date hereof, each American Depositary Share represents _____ (__) Share[(s)] which are either deposited or subject to deposit under the Deposit Agreement referred to below at the principal Hong Kong office of The Hongkong and Shanghai Banking Corporation Limited (herein called the Custodian). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286. THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS 101 BARCLAY STREET, NEW YORK, N.Y. 10286 A-1

1. THE DEPOSIT AGREEMENT. This American Depositary Receipt is one of an issue (herein called Receipts), all issued and to be issued upon the terms and conditions set forth in the deposit agreement, dated as of _______________, 2005 (the "Deposit Agreement"), by and among the Company, the Depositary, and all Owners and Beneficial Owners from time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners and Beneficial Owners of the Receipts and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of such Shares and held thereunder (such Shares, securities, property, and cash are herein called Deposited Securities). Copies of the Deposit Agreement are on file at the Depositary's Corporate Trust Office in New York City and at the office of the Custodian. The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms not defined herein shall have the meanings set forth in the Deposit Agreement. 2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES. Upon surrender at the Corporate Trust Office of the Depositary of this Receipt, and upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Owner hereof is entitled to delivery, to him or upon his order, of the amount of Deposited Securities at the time represented by the American Depositary Shares for which this Receipt is issued. Delivery of such Deposited Securities may be made by the

1. THE DEPOSIT AGREEMENT. This American Depositary Receipt is one of an issue (herein called Receipts), all issued and to be issued upon the terms and conditions set forth in the deposit agreement, dated as of _______________, 2005 (the "Deposit Agreement"), by and among the Company, the Depositary, and all Owners and Beneficial Owners from time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners and Beneficial Owners of the Receipts and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of such Shares and held thereunder (such Shares, securities, property, and cash are herein called Deposited Securities). Copies of the Deposit Agreement are on file at the Depositary's Corporate Trust Office in New York City and at the office of the Custodian. The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms not defined herein shall have the meanings set forth in the Deposit Agreement. 2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES. Upon surrender at the Corporate Trust Office of the Depositary of this Receipt, and upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Owner hereof is entitled to delivery, to him or upon his order, of the amount of Deposited Securities at the time represented by the American Depositary Shares for which this Receipt is issued. Delivery of such Deposited Securities may be made by the delivery of (a) certificates for Shares in the name of the Owner hereof or as ordered by him or by certificates properly endorsed or accompanied by proper instruments of transfer to such Owner or as ordered by him and (b) any other securities, property and cash to which such Owner is then entitled in respect of this Receipt to such Owner or as ordered by him. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof. Notwithstanding any other provision of the Deposit Agreement or this Receipt, the surrender of outstanding Receipts and withdrawal of Deposited Securities may be suspended only for (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. A-2

3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. The transfer of this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the Owner hereof in person or by a duly authorized attorney, upon surrender of this Receipt properly endorsed for transfer or accompanied by proper instruments of transfer and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax, stamp duty or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of

3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. The transfer of this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the Owner hereof in person or by a duly authorized attorney, upon surrender of this Receipt properly endorsed for transfer or accompanied by proper instruments of transfer and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax, stamp duty or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed as provided in Section 5.1 of the Deposit Agreement, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement or this Receipt, or for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act for public sale in the United States, unless a registration statement is in effect as to such Shares. 4. LIABILITY OF OWNER FOR TAXES. If any tax or other governmental charge shall become payable with respect to any Receipt or any Deposited Securities represented hereby, such tax or other governmental charge shall be payable by the Owner hereof to the Depositary. The Depositary may refuse to effect any transfer of this Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner hereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by this Receipt, and may apply such dividends A-3

or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner hereof shall remain liable for any deficiency. 5. WARRANTIES OF DEPOSITORS. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and were not issued in violation of any pre-emptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the Shares are eligible for deposit in accordance with the Deposit Agreement and the General Instructions to Form F-6 under the Securities Act, and Receipts evidencing American Depositary Shares representing the Shares would not be, Restricted Securities. All representations and warranties deemed made under Section 3.3 of the Deposit Agreement shall survive the deposit of Shares and delivery or surrender of Receipts. 6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION. Any person presenting Shares for deposit or any Owner or Beneficial Owner of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any

or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner hereof shall remain liable for any deficiency. 5. WARRANTIES OF DEPOSITORS. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and were not issued in violation of any pre-emptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the Shares are eligible for deposit in accordance with the Deposit Agreement and the General Instructions to Form F-6 under the Securities Act, and Receipts evidencing American Depositary Shares representing the Shares would not be, Restricted Securities. All representations and warranties deemed made under Section 3.3 of the Deposit Agreement shall survive the deposit of Shares and delivery or surrender of Receipts. 6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION. Any person presenting Shares for deposit or any Owner or Beneficial Owner of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made. If requested in writing, the Depositary shall, as promptly as practicable, provide the Company, at the expense of the Company, with copies of any such proofs, certificates or other information it receives pursuant to this Article, unless prohibited by applicable law. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body the Cayman Islands or in th People's Republic of China which is then performing the function of the regulation of currency exchange. 7. CHARGES OF DEPOSITARY. The Company agrees to pay the fees, reasonable expenses and out-ofpocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. A-4

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts. 8. PRE-RELEASE OF RECEIPTS. The Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement ("Pre-Release"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The A-5

Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited thereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into thereunder with any particular Pre-Releasee on a case-by-case basis as the

Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited thereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into thereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities thereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. 9. TITLE TO RECEIPTS. It is a condition of this Receipt and every successive Owner and Beneficial Owner of this Receipt by accepting or holding the same consents and agrees, that title to this Receipt when properly endorsed or accompanied by proper instruments of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument; under the laws of New York; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this Receipt is registered on the books of the Depositary as the absolute owner hereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes. A-6

10. VALIDITY OF RECEIPT. This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed, and such Receipts are countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar. 11. REPORTS; INSPECTION OF TRANSFER BOOKS. The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission (hereinafter called the "Commission"). Such reports and communications will be available for inspection and copying at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549. The Depositary will make available for inspection by Owners of Receipts at its Corporate Trust Office, as promptly as practicable after receipt, any reports and communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also send to the Owners of Receipts copies of such reports when furnished by the Company pursuant to the Deposit Agreement. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English.

10. VALIDITY OF RECEIPT. This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed, and such Receipts are countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar. 11. REPORTS; INSPECTION OF TRANSFER BOOKS. The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission (hereinafter called the "Commission"). Such reports and communications will be available for inspection and copying at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549. The Depositary will make available for inspection by Owners of Receipts at its Corporate Trust Office, as promptly as practicable after receipt, any reports and communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also send to the Owners of Receipts copies of such reports when furnished by the Company pursuant to the Deposit Agreement. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English. The Depositary shall keep books at its Corporate Trust Office for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners and the Company, provided that such inspection shall not be for the purpose of communicating with Owners of Receipts in the interest of a business or object other than the business of the Company or a matter related to the Deposit Agreement or the Receipts. 12. DIVIDENDS AND DISTRIBUTIONS. Whenever the Depositary shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution into Dollars and shall distribute the amount thus received (net of the fees and expenses of the Depositary as provided in the Deposit Agreement, if applicable) to the Owners of Receipts entitled thereto, provided, however, that in the event that the Company or the A-7

Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the Owners of the Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly. Subject to the provisions of Sections 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary shall, subject to all applicable laws, cause the securities or property received by it to be distributed to the Owners of Receipts entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement) shall be distributed by the Depositary to the Owners of Receipts entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under Section 4.2 of the Deposit Agreement unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the Owners of the Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly. Subject to the provisions of Sections 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary shall, subject to all applicable laws, cause the securities or property received by it to be distributed to the Owners of Receipts entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement) shall be distributed by the Depositary to the Owners of Receipts entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under Section 4.2 of the Deposit Agreement unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may distribute to the Owners of outstanding Receipts entitled thereto, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute any net proceeds to the Owners entitled to them, all in the manner and subject to the conditions set forth in the Deposit Agreement. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. A-8

The Company or its agent will remit to the appropriate governmental agencies in the Cayman Islands and the People's Republic of China all amounts withheld and owing to such agencies. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners of Receipts. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners of Receipts entitled thereto. 13. CONVERSION OF FOREIGN CURRENCY. Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions

The Company or its agent will remit to the appropriate governmental agencies in the Cayman Islands and the People's Republic of China all amounts withheld and owing to such agencies. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners of Receipts. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners of Receipts entitled thereto. 13. CONVERSION OF FOREIGN CURRENCY. Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement. If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable. If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable without excessively burdensome or otherwise unreasonable efforts, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, or if there are foreign exchange A-9

controls in place that prohibit such conversion, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto. 14. RIGHTS. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available to any Owners to them or in disposing of such rights on behalf of any Owners otherwise entitled to them and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its reasonable discretion that it is lawful and feasible to make such rights available to all Owners or to certain Owners but not to other Owners, the Depositary may distribute, to any

controls in place that prohibit such conversion, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto. 14. RIGHTS. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available to any Owners to them or in disposing of such rights on behalf of any Owners otherwise entitled to them and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its reasonable discretion that it is lawful and feasible to make such rights available to all Owners or to certain Owners but not to other Owners, the Depositary may distribute, to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate. In circumstances in which rights would otherwise not be distributed, if an Owner of Receipts requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law. If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, A-10

and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.2 of the Deposit Agreement, and shall, pursuant to Section 2.3 of the Deposit Agreement, execute and deliver Receipts to such Owner. In the case of a distribution pursuant to the second paragraph of this Article, such Receipts shall be legended in accordance with applicable U.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation and transfer under such laws. If the Depositary determines in its reasonable discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise.

and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.2 of the Deposit Agreement, and shall, pursuant to Section 2.3 of the Deposit Agreement, execute and deliver Receipts to such Owner. In the case of a distribution pursuant to the second paragraph of this Article, such Receipts shall be legended in accordance with applicable U.S. laws, and shall be subject to the appropriate restrictions on sale, deposit, cancellation and transfer under such laws. If the Depositary determines in its reasonable discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise. The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act with respect to a distribution to Owners or are registered under the provisions of the Securities Act; provided, however, that nothing in the Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If an Owner of Receipts requests distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration; provided, however, that the Company shall have no obligation to cause its counsel to issue such opinion at the request of such Owner. The Depositary shall not be responsible for any reasonable failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular. A-11

15. RECORD DATES. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date, which date shall be the same date, to the extent practicable, as the record date for the Deposited Securities or if different, as close thereto as practicable (a) for the determination of the Owners of Receipts who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at any such meeting, (b) on or after which each American Depositary Share will represent the changed number of Shares or (c) for any other matter, subject to the provisions of the Deposit Agreement. 16. VOTING OF DEPOSITED SECURITIES. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the discretion of the Depositary and shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the People's Republic of China and Cayman Islands law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a

15. RECORD DATES. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date, which date shall be the same date, to the extent practicable, as the record date for the Deposited Securities or if different, as close thereto as practicable (a) for the determination of the Owners of Receipts who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at any such meeting, (b) on or after which each American Depositary Share will represent the changed number of Shares or (c) for any other matter, subject to the provisions of the Deposit Agreement. 16. VOTING OF DEPOSITED SECURITIES. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the discretion of the Depositary and shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the People's Republic of China and Cayman Islands law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the "Instruction Date"), the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to such Shares or other Deposited Securities other than in accordance with such instructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the first paragraph of Section 4.7 of the Deposit Agreement sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions of that paragraph. 17. CHANGES AFFECTING DEPOSITED SECURITIES. A-12

In circumstances where the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, if any, the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities. 18. LIABILITY OF THE COMPANY AND DEPOSITARY. Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law or regulation of the United States, the People's Republic of China or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any Offering or distribution thereof or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from,

In circumstances where the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, if any, the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities. 18. LIABILITY OF THE COMPANY AND DEPOSITARY. Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law or regulation of the United States, the People's Republic of China or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any Offering or distribution thereof or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of a Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2 or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owners of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse in each such case without liability to the Company or the Depositary. Neither the Company nor the Depositary nor any of their directors, officers, employees, agents or affiliates assumes any obligation or shall be subject to any liability A-13

under the Deposit Agreement to Owners or Beneficial Owners of Receipts, except that the Company and the Depositary agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Beneficial Owner of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.

under the Deposit Agreement to Owners or Beneficial Owners of Receipts, except that the Company and the Depositary agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Beneficial Owner of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement. 19. RESIGNATION AND REMOVAL OF THE DEPOSITARY. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, which shall become effective upon the later to occur of the (i) 120th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners of Receipts to do so, it may appoint a substitute or additional custodian or custodians. 20. AMENDMENT. The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners and Beneficial Owners in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, A-14

cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners of Receipts, shall, however, not become effective as to outstanding Receipts until the expiration of 30 days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner of a Receipt at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. 21. TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding if at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement. On and after the date of termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.5 of the Deposit Agreement and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or

cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners of Receipts, shall, however, not become effective as to outstanding Receipts until the expiration of 30 days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner of a Receipt at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. 21. TERMINATION OF DEPOSIT AGREEMENT. The Depositary shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding if at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement. On and after the date of termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.5 of the Deposit Agreement and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges). At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon A-15

becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Company under Section 5.8 of the Deposit Agreement and to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 of the Deposit Agreement. 23. SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. The Company has (i) irrevocably designated and appointed CT Corporation System, 111 Eighth Avenue, New York, New York, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of the Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to

becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Company under Section 5.8 of the Deposit Agreement and to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 of the Deposit Agreement. 23. SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. The Company has (i) irrevocably designated and appointed CT Corporation System, 111 Eighth Avenue, New York, New York, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of the Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or the Deposit Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices thereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. 24. ARBITRATION. In the event the Depositary is advised that a judgment of a court in the United States court may not be recognized, the following provisions shall apply: (i) Any controversy, claim or cause of action brought by any party or parties hereto against any other party or parties hereto arising out of or relating to the Deposit Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. A-16

(ii) The place of the arbitration shall be the City of New York, State of New York, United States of America, and the language of the arbitration shall be English. (iii) The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant and respondent), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If either or both parties fail to select an arbitrator, or if such alignment (in the event there is more than two parties) shall not have occurred, within sixty (60) calendar days after the initiating party serves the arbitration demand or the two arbitrators fail to select a third arbitrator within sixty (60) calendar days of the selection of the second arbitrator, the American Arbitration Association shall appoint the arbitrator or arbitrators in accordance with its rules. The parties and the American Arbitration Association may appoint the arbitrators from among the nationals of any country, whether or not a party is a national of that country. (iv) The arbitrators shall have no authority to award damages not measured by the prevailing party's actual damages and shall have no authority to award any consequential, special or punitive damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Deposit Agreement.

(ii) The place of the arbitration shall be the City of New York, State of New York, United States of America, and the language of the arbitration shall be English. (iii) The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant and respondent), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If either or both parties fail to select an arbitrator, or if such alignment (in the event there is more than two parties) shall not have occurred, within sixty (60) calendar days after the initiating party serves the arbitration demand or the two arbitrators fail to select a third arbitrator within sixty (60) calendar days of the selection of the second arbitrator, the American Arbitration Association shall appoint the arbitrator or arbitrators in accordance with its rules. The parties and the American Arbitration Association may appoint the arbitrators from among the nationals of any country, whether or not a party is a national of that country. (iv) The arbitrators shall have no authority to award damages not measured by the prevailing party's actual damages and shall have no authority to award any consequential, special or punitive damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Deposit Agreement. In the event any third-party action or proceeding is instituted against the Depositary relating to or arising from any act or failure to act by the Company, the Company hereby submits to the personal jurisdiction of the court or administrative agency in which such action or proceeding is brought. 25. COMPLIANCE WITH U.S. SECURITIES LAWS. Notwithstanding anything in the Deposit Agreement to the contrary, the Company and the Depositary each agrees that it will not exercise any rights it has under the Deposit Agreement to permit the withdrawal or delivery of Deposited Securities in a manner which would violate the U.S. securities laws, including, but not limited to, Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act. A-17

EXHIBIT 4.4 EXECUTION COPY SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this "AGREEMENT") is made as of this 29th day of April, 2005, by and among Power Solar System Co. Ltd., a company organized and existing under the laws of the British Virgin Islands (the "COMPANY"), each of the parties set forth in Schedule A (the "COMPANY WARRANTORS"), each of the investors set forth in Schedule B (the "INVESTORS"), and Mr. Shi Zhengrong (the "FOUNDER"). WITNESSETH THE PARTIES HEREBY AGREE AS FOLLOWS: 1. DEFINITIONS. Capitalized terms used in this Agreement shall have the meanings ascribed to them in the Schedule of Definitions. 2. PURCHASE AND SALE OF SHARES. 2.1 SALE AND ISSUANCE OF SERIES A PREFERRED SHARES. (i) The Company shall adopt and file with the Registrar of Companies of the British Virgin Islands on or before the Closing (as defined below) the Memorandum and Articles in the form attached hereto as Exhibit A. (ii) On or prior to the Closing, the Company shall have authorized (i) the sale and issuance to the Investors of the Series A Preferred Shares and (ii) the issuance of the Conversion Shares. The Series A Preferred Shares shall have the rights, preferences, privileges and restrictions set forth in the Memorandum and Articles. (iii) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Closing and the Company agrees to sell and issue to each Investor at the Closing, that number of the Company's Series A Preferred Shares set forth opposite such Investor's name on Schedule B hereto for the purchase price set forth thereon. (iv) The Company will use the proceeds from the sale of the Series A Preferred Shares solely in accordance with the Restructuring Plan as more particularly set forth on Schedule C. 2.2 CLOSING Subject to the satisfaction of the conditions to closing set forth in Section 5 and Section 6 of this Agreement, the purchase and sale of the shares of Series A Preferred Shares set forth on Schedule A shall take place at the offices of Morrison & Foerster LLP, Suite 3803, Bund Center No. 222, Yan An Road East, Shanghai 200002, PRC, at 10:00 a.m., on May 6, 2005, or at such other time and place as the Company and Investors acquiring in the aggregate more than two-thirds (66.667%) of the shares of Series A Preferred Shares sold pursuant hereto mutually agree upon orally or in writing (which time and place are designated as the "CLOSING"). 2.3 CLOSING DELIVERY At the Closing, the Company shall deliver to each Investor a certificate or certificates in form reasonably satisfactory to such Investor evidencing the Series A Preferred Shares to be purchased by such Investor, registered in such Investor's or its nominee's name as evidenced by delivery of a certified copy of the Company's Shares Register, reflecting each Investor's ownership of the Series A Preferred Shares purchased hereunder, against delivery to the Company of the purchase price therefor, by a wire transfer of United States Dollars in immediately available funds or by other payment methods mutually agreed to by Company and Investors acquiring more than half of the Series A Preferred Shares sold pursuant hereto.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE COMPANY WARRANTORS AND THE FOUNDER. The Company, each of the Company Warrantors and the Founder jointly and severally represent and warrant to each of the Investors as of the date of this Agreement and as of the Closing that, other than as set forth in the Disclosure Schedule (the "DISCLOSURE SCHEDULE") with specific reference to the Section to which exception is being taken: 3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. (i) Each member of the Company Group is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each member of the Company Group has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it operates business and the failure to so qualify would have a material adverse effect on its financial condition, business or properties. (ii) The Company is an International Business Company, duly organized, validly existing and in good standing under the laws of British Virgin Islands, and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it operates business and the failure to so qualify would have a material adverse effect on its financial condition, business or properties. The Company is a holding company and has no business activities other than the ownership of PSS, Eucken Capital and Wuxi Suntech. The Company has no liabilities or obligations and is not party to any agreement, contract or commitment (other than those relating solely to either the transactions contemplated by this Agreement, its ownership of PSS, Eucken Capital and Wuxi Suntech or the business of Wuxi Suntech, each of which is set forth in Schedule 3.1(ii) of the Disclosure Schedule). (iii) Wuxi Suntech is a foreign invested equity joint venture, duly organized and validly existing under the laws of the PRC. The formation of Wuxi Suntech was duly approved by MOFCOM or its authorized local counterpart. Wuxi Suntech has the corporate power and authority to own and operate its properties and to carry on its business as specified in the scope of business in the business license issued to Wuxi Suntech. 3.2 CAPITALIZATION AND VOTING RIGHTS. The authorized capital is and as of the Closing will be US$5,000,000. The authorized capital of the Company consists, or will consist immediately prior to the Closing of: (i) ORDINARY SHARES. (i) 465,332,948 Ordinary Shares, par value US$0.01 per share (the "ORDINARY SHARES"), of which 90,000,000 shares are issued and outstanding, and 34,667,052 of which are reserved for issuance upon conversion of the Series A Preferred Shares. (ii) PREFERRED SHARES 34,667,052 Preferred Shares, all of which have been designated Series A Preferred Shares, par value US$0.01 per share (the "SERIES A PREFERRED SHARES"), none of which is issued and outstanding. (iii) On the date hereof and at the Closing, giving effect to the Share Division and Bonus Issuance, the issued and outstanding share capital of the Company is and will be as set forth in the Schedule 3.2(iii), which lists the name of each holder and the number of shares held by such holder. For purposes hereof, the "SHARE DIVISION" means the subdivision of the share capital of the Company from 50,000 shares of par value US$1.00 per share into 5,000,000 shares of par value US$0.01 per share, and the "BONUS ISSUANCE" means the bonus issue of Ordinary Shares to the holders of Ordinary Shares on the basis of 17 Ordinary Shares for every Ordinary Share held. Both the Share Division and the Bonus Issuance have been completed in compliance with all applicable Laws as of the date hereof. (iv) Schedule 3.2(iv) of the Disclosure Schedule shows an accurate and true list of all outstanding securities of the Company and Wuxi Suntech and their respective holders to be in effect on 2

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE COMPANY WARRANTORS AND THE FOUNDER. The Company, each of the Company Warrantors and the Founder jointly and severally represent and warrant to each of the Investors as of the date of this Agreement and as of the Closing that, other than as set forth in the Disclosure Schedule (the "DISCLOSURE SCHEDULE") with specific reference to the Section to which exception is being taken: 3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. (i) Each member of the Company Group is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each member of the Company Group has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it operates business and the failure to so qualify would have a material adverse effect on its financial condition, business or properties. (ii) The Company is an International Business Company, duly organized, validly existing and in good standing under the laws of British Virgin Islands, and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it operates business and the failure to so qualify would have a material adverse effect on its financial condition, business or properties. The Company is a holding company and has no business activities other than the ownership of PSS, Eucken Capital and Wuxi Suntech. The Company has no liabilities or obligations and is not party to any agreement, contract or commitment (other than those relating solely to either the transactions contemplated by this Agreement, its ownership of PSS, Eucken Capital and Wuxi Suntech or the business of Wuxi Suntech, each of which is set forth in Schedule 3.1(ii) of the Disclosure Schedule). (iii) Wuxi Suntech is a foreign invested equity joint venture, duly organized and validly existing under the laws of the PRC. The formation of Wuxi Suntech was duly approved by MOFCOM or its authorized local counterpart. Wuxi Suntech has the corporate power and authority to own and operate its properties and to carry on its business as specified in the scope of business in the business license issued to Wuxi Suntech. 3.2 CAPITALIZATION AND VOTING RIGHTS. The authorized capital is and as of the Closing will be US$5,000,000. The authorized capital of the Company consists, or will consist immediately prior to the Closing of: (i) ORDINARY SHARES. (i) 465,332,948 Ordinary Shares, par value US$0.01 per share (the "ORDINARY SHARES"), of which 90,000,000 shares are issued and outstanding, and 34,667,052 of which are reserved for issuance upon conversion of the Series A Preferred Shares. (ii) PREFERRED SHARES 34,667,052 Preferred Shares, all of which have been designated Series A Preferred Shares, par value US$0.01 per share (the "SERIES A PREFERRED SHARES"), none of which is issued and outstanding. (iii) On the date hereof and at the Closing, giving effect to the Share Division and Bonus Issuance, the issued and outstanding share capital of the Company is and will be as set forth in the Schedule 3.2(iii), which lists the name of each holder and the number of shares held by such holder. For purposes hereof, the "SHARE DIVISION" means the subdivision of the share capital of the Company from 50,000 shares of par value US$1.00 per share into 5,000,000 shares of par value US$0.01 per share, and the "BONUS ISSUANCE" means the bonus issue of Ordinary Shares to the holders of Ordinary Shares on the basis of 17 Ordinary Shares for every Ordinary Share held. Both the Share Division and the Bonus Issuance have been completed in compliance with all applicable Laws as of the date hereof. (iv) Schedule 3.2(iv) of the Disclosure Schedule shows an accurate and true list of all outstanding securities of the Company and Wuxi Suntech and their respective holders to be in effect on 2

immediately following the Closing. (v) As of the date hereof and the Closing, except as provided in this Agreement, the Ancillary Agreements, the 2005 ESOP, and the rights and privileges of the Series A Preferred Shares under the Memorandum and Articles, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or shareholders agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (vi) Except as may be provided by the terms of the Series A Preferred Shares or as otherwise set forth in Schedule 3.2(vi) of the Disclosure Schedule, the Company is not subject to any obligation (contingent or otherwise) to purchase or otherwise acquire or retire any equity interest held by its shareholders or to purchase or otherwise acquire or retire any of its other outstanding securities. 3.3 GROUP STRUCTURE. (i) Schedule 3.3(i) of the Disclosure Schedule lists each Group Company, and correctly sets forth the capitalization of such Group Company, the Company's ownership interest therein, the interest of any other Person therein, the nature of legal entity which the Group Company constitutes, the jurisdiction in which the Group Company was organized, each jurisdiction in which the Group Company is required to be qualified or licensed to do business as a foreign Person and a brief summary of the Group Company's business. (ii) Except in respect of any interest held in any Group Company, none of the Company or the Group Companies has any Subsidiaries or owns or controls, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity. Except as set forth in Schedule 3.3(ii) of the Disclosure Schedule, none of the Company or the Group Companies maintains any offices or any branches. (iii) In respect of any ownership interest held in a Group Company by the Company or another Group Company, as described in Schedule 3.3(iii) of the Disclosure Schedule, (a) the Company or such other Group Company holds good and valid title to such ownership interest free and clear of all restrictions on transfer or other encumbrances, other than those restrictions on transfer or other encumbrances created by the Ancillary Agreements or the constitutional documents, (b) such ownership interest was acquired in compliance with all Applicable Laws, including those promulgated by SAFE and those regulating the offer, sale or issuance of securities generally, and (c) there are no outstanding options or rights for the purchase or acquisition from the Company or such other Group Company of such ownership interest. There are no outstanding options, warrants, rights (including registration, conversion or preemptive rights and rights of first refusal), proxy or shareholders agreements or agreements of any kind for the purchase or acquisition from any Group Company of any of its equity. None of the Group Companies is subject to any obligation (contingent or otherwise) to purchase or otherwise acquire or retire any interest held by its equityholders or to purchase or otherwise acquire or retire any of its securities. (iv) In respect of Wuxi Suntech, the full amount of the registered capital thereof has been contributed, such contribution has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the SAIC. 3.4 AUTHORIZATION. Each of the Company, the Company Warrantors and the Founder has all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to carry out and perform its obligations thereunder. All corporate action on the part of each of the Company, the Company Warrantors and their respective officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and each of the Ancillary Agreements to which it is a party, the performance of all obligations of each of the Company and the Company Warrantors thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery by the Company of the Series A Preferred Shares being sold hereunder and 3

the Ordinary Shares issuable upon conversion of such Series A Preferred Shares, has been taken or will be taken

the Ordinary Shares issuable upon conversion of such Series A Preferred Shares, has been taken or will be taken prior to the Closing. This Agreement and each of the Ancillary Agreements to which each of the Company, the Company Warrantors or the Founder is a party have been duly executed and delivered by each of the Company, the Company Warrantors and the Founder, and constitute valid and legally binding obligations thereof, enforceable thereagainst in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Neither the issue of any Series A Preferred Shares nor the issue of any Conversion Shares is subject to any preemptive rights or rights of first refusal. 3.5 VALID ISSUANCE OF SERIES A PREFERRED SHARES. (i) The Series A Preferred Shares that are being purchased by or issued to the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and non-assessable, and will be free of restrictions on transfer other than such restrictions on transfer as may be imposed by this Agreement, the Ancillary Agreements or the Memorandum and Articles. The Ordinary Shares issuable upon conversion of the Series A Preferred Shares purchased under this Agreement have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Memorandum and Articles, will be duly and validly issued, fully paid, and non-assessable and will be free of restrictions on transfer other than such restrictions on transfer as may be imposed by this Agreement, or the Ancillary Agreements or the Memorandum and Articles. (ii) All presently outstanding shares of the Company are duly and validly issued, fully paid and non-assessable, and in each case such shares have been issued in full compliance with the requirements of all applicable securities laws and regulations, including to the extent applicable, the Securities Act and all other antifraud and other provisions of applicable securities laws and regulations. 3.6 LICENSES (i) Schedule 3.6 of the Disclosure Schedule contains a true and complete list of all Licenses used in and material to the business or operations of the Group Companies, setting forth the owner, the function and the expiration and renewal date of each. Prior to the execution of this Agreement, the Company has delivered to the Investors true and complete copies of all such Licenses. (a) Each Group Company owns or validly holds all Licenses that are necessary to conduct its business and own and operate its assets and properties as presently conducted and operated, and can obtain, without undue burden or expense, all Licenses for the conduct of its businesses as currently conducted and as proposed to be conducted; (b) Each License listed in Schedule 3.6 of the Disclosure Schedule is valid, binding and in full force and effect; and (c) No Group Company is or has at any time been, or has received any notice that it is or has at any time been, in default (or with the giving of notice or lapse of time or both, would be in default) under any such License. Without limiting the generality of paragraph (i) above, all Licenses required under PRC Laws for the due and proper establishment and operation of Wuxi Suntech and the consummation of the transactions contemplated hereby have been duly obtained from the relevant Governmental Authority and are in full force and effect. All filings and registrations with the relevant PRC Governmental Authority required in respect of Wuxi Suntech and each of their operations, including but not limited to registration with MOFCOM, SAIC, and SAFE have been duly and timely completed in accordance with the relevant PRC Laws. The consummation of the transactions contemplated under this Agreement and each of the Ancillary Agreements will not result in a termination or revocation of any of the Material Licenses. Each 4

Group Company is in compliance with applicable requirements of the relevant tax bureau, customs authorities and

Group Company is in compliance with applicable requirements of the relevant tax bureau, customs authorities and product registration authorities to which it and its business is subject. 3.7 CONSENTS. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or other third party on the part of any of the Company, the Company Warrantors or the Founder will be required in connection with the execution, delivery and performance of this Agreement and each of the Ancillary Agreements and the consummation of the transactions contemplated thereby which has not already been secured or effected or will be secured or effected prior to the Closing. 3.8 OFFERING. Subject in part to the truth and accuracy of each Investor's representations set forth in Section 4 of this Agreement, the offer, sale and issuance of the Series A Preferred Shares and the Conversion Shares (when issued), as contemplated by this Agreement, is exempt from the registration and prospectus delivery requirements of the Securities Act and any applicable securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action that would cause the loss of such exemption. 3.9 BUSINESS PLAN. The business plan and budget dated April 29, 2005, as amended (the "2005 BUSINESS PLAN AND BUDGET") was previously delivered to the Investors by the Company and is attached as Exhibit B hereto. The 2005 Business Plan and Budget, including an annual profit and loss projection of Wuxi Suntech for the fiscal years 2005 and 2006, does not contain any untrue statement of a material fact, nor does it omit to state a material fact necessary to make the statements therein not misleading, except that with respect to assumptions, projections and expressions of opinion or predictions contained in the 2005 Business Plan and Budget, the Company represents only it believes there is a reasonable basis therefor. 3.10 BOOKS AND RECORDS; MINUTES. All accounts, ledgers, material files, documents, instruments, papers, books and records relating to the business, operations, conditions (financial or other) of each member of the Company Group, results of operations, and assets and properties of each member of the Company Group (collectively, the "BOOKS AND RECORDS"), each as supplied to the Investors, are true, correct, complete and current in all material respects, there are no material inaccuracies or discrepancies of any kind contained or reflected therein, and they have been maintained in accordance with relevant legal requirements and industry standards, as applicable, including the maintenance of an adequate system of internal controls. The minute books of each member of the Company Group, as made available to Investors and their representatives, contain complete and accurate records of all meetings of and corporate actions or written consents by the shareholders and the board of such member of the Company Group and, to the extent that such minute books are deficient, all material information not contained in such minutes has been conveyed to the Investors in other written form. 3.11 TAX MATTERS. All tax returns required to be filed in respect of each member of the Company Group have been duly and timely filed, have been prepared in compliance with Applicable Law, and are true, correct and complete. All Taxes due and payable by each member of the Company Group, whether or not shown as due on such tax returns, have been fully paid when due. Each member of the Company Group has established adequate reserves on their respective books of account for all Taxes and for the liability for deferred income Taxes payable in respect of such member of the Company Group. There have been no extraordinary examinations or audits of any tax returns or reports by any applicable governmental agency. 3.12 FINANCIAL STATEMENTS. (i) The Company has delivered to the Investors and attached as Schedule 3.12(i) of the Disclosure Schedule audited non-consolidated income statements and statements of changes in cash flow for the fiscal years ended December 31, 2003 and December 31, 2004, and audited non-consolidated balance sheets as of December 31, 2003 and December 31, 2004, all prepared under IFRS and with respect to each member of the Company Group, if any (collectively, the "AUDITED FINANCIAL STATEMENTS"). The Audited Financial Statements, together with the notes thereto, are complete and 5

correct in all material respects and present fairly the financial condition and position of the Company Group as of the dates of such statements.

correct in all material respects and present fairly the financial condition and position of the Company Group as of the dates of such statements. (ii) The Company has delivered to the Investors and attached as Schedule 3.12(ii) of the Disclosure Schedule unaudited, non-consolidated income statements and statements of changes in cash flow for the period from January 1, 2005 to March 31, 2005 (the "STATEMENT DATE"), and unaudited, non-consolidated balance sheet as of March 31, 2005 (the "INTERIM BALANCE SHEETS"), with respect to each member of the Company Group, if any (collectively, the "INTERIM FINANCIAL STATEMENTS", and together with the Audited Financial Statements, the "FINANCIAL STATEMENTS"). The Interim Financial Statements, together with the notes thereto, are complete and correct in all material respects and present fairly the financial condition and position of the Company Group as of the Statement Date; except as disclosed therein and except that the Interim Financial Statements do not contain additional financial statement and footnotes, and are subject to normal year-end adjustments (which the Company believes will not be material in the aggregate). The Company's combined statements of operations do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein, and the Company's interim financial statements include all adjustments, which consist only of normal recurring accruals, necessary for a fair presentation. (iii) There are no debts, liabilities, or claims owed by or against any member of the Company Group, of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than liabilities set forth in the Interim Balance Sheets applicable thereto or disclosed in Schedule 3.12(iii) of the Disclosure Schedule. None of the members of the Company Group is a guarantor or indemnitor of, or has provided security for, any indebtedness of any Person. (iv) Except as otherwise disclosed in Schedule 3.12(iv) of the Disclosure Schedule, all of the accounts receivable and notes receivable owing to each member of the Company Group, including without limitation all accounts receivable and notes receivable set forth on the Interim Balance Sheets, constitute valid and enforceable claims other than accounts receivable and notes receivable which individually and in the aggregate would not result in a Material Adverse Event if unpaid, and are good and collectible in the ordinary course of business in all material respects, net of any reserves shown on the Interim Balance Sheets applicable thereto (which reserves are adequate and were calculated on a basis consistent with IFRS), and no further goods or services are required to be provided in order to complete the sales and to entitle such Person to collect in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any member of the Company Group. 3.13 CHANGES. Since the Statement Date, except as otherwise disclosed in Schedule 3.13 of the Disclosure Schedule: (i) None of the members of the Company Group has entered into any transaction that was not in the ordinary course of business. (ii) There has been no Material Adverse Event (individually or when separate events are taken together) with respect to any member of the Company Group or the Company Group taken as a whole. (iii) None of the members of the Company Group has incurred any obligation or liability except obligations or liabilities incurred in the ordinary course of business. (iv) There has been no resignation or termination of employment of any Senior Manager of any member of the Company Group, and the Company has no Knowledge of any impending resignation or termination of employment of any Senior Manager of any member of the Company Group. (v) There has been no labor dispute involving any member of the Company Group or any of its respective employees and none is pending or threatened. (vi) There has been no material change in any compensation arrangement or agreement with any employee of any member of the Company Group. 6

(vii) There have been no loans or guarantees made by any member of the Company Group to or for the benefit of any Person, other than travel advances and other advances made to employees in the ordinary course of business. (viii) There has been no waiver by any member of the Company Group of a material right or debt owing to such member. (ix) No member of the Company Group has purchased, acquired, sold, leased, granted a security interest in, pledged, mortgaged, created a lien in, or otherwise transferred a material portion of any material asset, whether tangible or intangible, other than the sale of inventory in the ordinary course of business and other than the creation of liens for taxes not yet due or payable. (x) There has been no material change to, or termination of, any Material Contracts, no member of the Company Group has entered into any new Material Contracts other than those listed in Schedule 3.15, and there has been no change to the charter document of any member of the Company Group. (xi) There has been no declaration, setting aside or payment or other distribution in respect of any of the share capital of any member of the Company Group, or any direct or indirect redemption, purchase or other acquisition of any such share capital by any member of the Company Group. (xii) None of the members of the Company Group has incurred any indebtedness for money borrowed. (xiii) There has been no damage to, destruction or loss of physical property (whether or not covered by insurance) materially affecting the business or operations of any member of the Company Group. (xiv) There has been no sale, assignment or transfer of any tangible or intangible assets of any member of the Company Group except in the ordinary course of business consistent with past practice. (xv) There has been no agreement or commitment by any member of the Company Group to do any of the things described in this Section 3.12. 3.14 LITIGATION. Except as set forth in Schedule 3.14 of the Disclosure Schedule, there is no litigation pending or threatened (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) against or affecting the Company Group, or any of their respective assets or properties, nor is the Company have Knowledge of any facts which are likely to give rise to any such litigation. 3.15 MATERIAL CONTRACTS. Schedule 3.15 of the Disclosure Schedule lists each outstanding Contract to which any member of the Company Group is a party or to which any member of the Company Group or any of their respective properties is subject or by which any thereof is bound that is deemed a Material Contract under this Agreement. (i) True and complete copies of the Material Contracts, including any amendments and supplements to such Contracts, have been delivered to each of the Investors. (ii) Unless otherwise noted on Schedule 3.15(ii) of the Disclosure Schedule, each of the Material Contracts was entered into in the ordinary course of business. (iii) Each Material Contract is valid and subsisting, enforceable by the parties thereto in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. Each member of the Company Group has duly performed all its obligations under each Material Contract to the extent that such obligations to perform have 7

(vii) There have been no loans or guarantees made by any member of the Company Group to or for the benefit of any Person, other than travel advances and other advances made to employees in the ordinary course of business. (viii) There has been no waiver by any member of the Company Group of a material right or debt owing to such member. (ix) No member of the Company Group has purchased, acquired, sold, leased, granted a security interest in, pledged, mortgaged, created a lien in, or otherwise transferred a material portion of any material asset, whether tangible or intangible, other than the sale of inventory in the ordinary course of business and other than the creation of liens for taxes not yet due or payable. (x) There has been no material change to, or termination of, any Material Contracts, no member of the Company Group has entered into any new Material Contracts other than those listed in Schedule 3.15, and there has been no change to the charter document of any member of the Company Group. (xi) There has been no declaration, setting aside or payment or other distribution in respect of any of the share capital of any member of the Company Group, or any direct or indirect redemption, purchase or other acquisition of any such share capital by any member of the Company Group. (xii) None of the members of the Company Group has incurred any indebtedness for money borrowed. (xiii) There has been no damage to, destruction or loss of physical property (whether or not covered by insurance) materially affecting the business or operations of any member of the Company Group. (xiv) There has been no sale, assignment or transfer of any tangible or intangible assets of any member of the Company Group except in the ordinary course of business consistent with past practice. (xv) There has been no agreement or commitment by any member of the Company Group to do any of the things described in this Section 3.12. 3.14 LITIGATION. Except as set forth in Schedule 3.14 of the Disclosure Schedule, there is no litigation pending or threatened (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) against or affecting the Company Group, or any of their respective assets or properties, nor is the Company have Knowledge of any facts which are likely to give rise to any such litigation. 3.15 MATERIAL CONTRACTS. Schedule 3.15 of the Disclosure Schedule lists each outstanding Contract to which any member of the Company Group is a party or to which any member of the Company Group or any of their respective properties is subject or by which any thereof is bound that is deemed a Material Contract under this Agreement. (i) True and complete copies of the Material Contracts, including any amendments and supplements to such Contracts, have been delivered to each of the Investors. (ii) Unless otherwise noted on Schedule 3.15(ii) of the Disclosure Schedule, each of the Material Contracts was entered into in the ordinary course of business. (iii) Each Material Contract is valid and subsisting, enforceable by the parties thereto in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. Each member of the Company Group has duly performed all its obligations under each Material Contract to the extent that such obligations to perform have 7

accrued. No breach or default, alleged breach or default, or event which would (with the passage of time, notice

accrued. No breach or default, alleged breach or default, or event which would (with the passage of time, notice or both) constitute a breach or default under any of the Material Contracts by any member of the Company Group, as the case may be, or any other party or obligor with respect thereto, has occurred, or as a result of this Agreement or any Ancillary Agreement, or the performance hereof or thereof, will occur. (iv) Consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not (and will not give any Person a right to) terminate or modify any rights of, or accelerate or augment any obligation of any member of the Company Group under any Material Contract. (v) Notwithstanding anything to the contrary provided herein, each of the following Contracts is deemed to be a Material Contract and has been identified in Schedule 3.15 of the Disclosure Schedule: (a) any Contract that, after the Statement Date, obligates any member of the Company Group to pay an amount in excess of US$250,000, (b) any Contract that has an unexpired term of more than one (1) year valued in excess of US$250,000, (c) any Contract on which the business of any member of the Company Group is substantially dependent or which is otherwise material to the business of any of the Company Group, (d) any loan agreement, indenture, letter of credit, security agreement, mortgage pledge agreement, deed of trust, bond, note, or other agreement relating to the borrowing of money or to the mortgaging, pledging, transferring of a security interest, or otherwise placing an encumbrance on any material asset or material part of the assets of any member of the Company Group, in an amount in excess of US$250,000; (e) any Contract involving a guarantee of performance by any Person or involving any agreement to indemnify or act as surety for any Person, or any other Contract to be contingently or secondarily liable for the obligations of any Person, (f) any Contract that limits or restricts the ability of any member of the Company Group to compete or otherwise to conduct its business in any manner or place; (g) any joint venture, partnership, alliance or similar Contracts involving a sharing of profits or expenses (including joint development and joint marketing contracts); (h) any asset purchase agreement, share purchase agreement or other Contract for acquisition of assets or shares of another Person; (i) any agreement for the divestiture of (1) any assets by or of any member of the Company Group for consideration in excess of US$250,000 or (2) any shares of capital stock of any member of the Company Group; (j) any sales agency, marketing or distributorship Contract the termination or non-extension of which would result in a Material Adverse Event; (k) any Contract requiring performance in any country other than the PRC; (l) any Contract that grants a power of attorney, agency or similar authority to another Person or entity, agency or similar authority to another Person or entity, (m) any Contract that contains a right of first refusal in respect of the share capital of any member of the Company Group; (n) all supply agreements with vendors for materials, parts and other inputs for the Company's products and supply agreements with a value in excess of US$250,000, (o) all contracts with customers of the Company with a value (or expected value) in excess of US$250,000 and (p) any other Contract that was not made in the ordinary course of business. 3.16 COMPLIANCE WITH LAWS. (i) Each member of the Company Group is, and at all times has been, in full compliance with all Applicable Laws. (ii) No event has occurred and no circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a violation by any member of the Company Group of, or a failure on the part of any member of the Company Group to comply with, any Applicable Law, or (b) may give rise to any obligation on the part of any member of the Company Group to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (iii) None of the members of the Company Group has received any notice or other communication (whether oral or written) from any governmental or regulatory body regarding (a) any 8

actual, alleged, possible, or potential violation of, or failure to comply with, any Applicable Law, including without limitation any applicable Environmental Laws and Applicable Law relating to customs, transfer pricing, foreign exchange and related import and export regulations or (b) any actual, alleged, possible, or potential obligation on

actual, alleged, possible, or potential violation of, or failure to comply with, any Applicable Law, including without limitation any applicable Environmental Laws and Applicable Law relating to customs, transfer pricing, foreign exchange and related import and export regulations or (b) any actual, alleged, possible, or potential obligation on the part of any member of the Company Group to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (iv) None of the members of the Company Group or any Founder, director, agent, employee or any other person acting for or on behalf of such member of the Company Group, has directly or indirectly (a) made any contribution, gift, bribe, payoff, influence payment, kickback, or any other fraudulent payment in any form, whether in money, property, or services to any person, including but not limited to any officer of any Governmental Authority (w) to obtain favorable treatment in securing business for such member or any other member of the Company Group, (x) to pay for favorable treatment for business secured, (y) to obtain special concessions or for special concessions already obtained, for or in respect of such member or any other member of the Company Group, or (z) in violation of any Applicable Law, or (b) established or maintained any fund or assets in which such member of the Company Group has proprietary rights that have not been recorded in the Books and Records of such member of the Company Group. 3.17 REAL PROPERTY. (i) None of the members of the Company Group owns or has legal or equitable title or other right or interest in any real property other than the land use rights (the "LAND USE RIGHTS") held by the Company Group as set forth in Schedule 3.17(i) of the Disclosure Schedule or as held pursuant to Lease (as defined below). True and complete copies of the certificates evidencing the Land Use Rights have been delivered to each of the Investors or their agents or professional advisers and any land grant premium required under Applicable Law in connection with securing such Land Use Rights has been fully paid. The Company's use of any real property has conformed to the intended use of such real property as granted under the applicable Land Use Rights. The particulars of the Land Use Rights as set out in Schedule 3.17(i) of the Disclosure Schedule are true and complete. (ii) Schedule 3.17(ii) of the Disclosure Schedule sets forth each leasehold interest with the annual lease payment in excess of US$50,000 pursuant to which any member of the Company Group holds any real property (a "LEASE"), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. Each Lease constitutes the entire agreement to which any member of the Company Group is party with respect to the property demised thereunder, and a true and complete copy of each such Lease has been delivered to the Investors, together with all amendments, modifications, alterations and other changes thereto. Each Lease is valid and subsisting, enforceable against the parties thereto in accordance with its terms. As of the date hereof, all conditions precedent to the enforceability of each Lease have been satisfied and there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of any party to the Lease. Each member of the Company Group has accepted possession of the property demised pursuant to each Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest except as set forth on Schedule 3.17(ii) of the Disclosure Schedule. The particulars of the Leases as set out in Schedule 3.17(ii) of the Disclosure Schedule are true and complete. (iii) Except as set forth in Schedule 3.17(iii) of the Disclosure Schedule, each member of the Company Group has obtained property ownership certification for the plants, buildings and improvements located on land with respect to which it holds Land Use Rights (collectively, the "IMPROVEMENTS"). The Improvements and the operation thereof are part of a construction project plan approved by the applicable construction commission for the jurisdiction where the Improvements are located and do not (A) contravene any Applicable Law relating to zoning or building or (B) violate any restrictive covenant or any provision, in the case of either (i) or (ii), the effect of which could interfere with or prevent the continued use of such Improvements for the purpose for which they are now being used. All of the Improvements are in good operating condition and in a state of reasonable maintenance and repair (except for ordinary wear and tear) and are adequate for the conduct of the business of each 9

member of the Company Group as currently conducted.

member of the Company Group as currently conducted. (iv) Each of the Land Use Rights and the Improvements is free and clear of any and all encumbrances except for those identified in Schedule 3.17(iv) of the Disclosure Schedule. A true and complete copy of each of the agreements relating to the encumbrances identified in Schedule 3.17(iv) of the Disclosure Schedule (the "MORTGAGES") has been delivered to each of the Investors or their agents or professional advisors. (v) Except as set forth in Schedule 3.17(v), none of the Company Group uses any real property in the conduct of its business except insofar as it holds valid Land Use Rights or has secured a Lease with respect thereto. No default or event of default on the part of any member of the Company Group or event which, with the giving of notice or passage of time or both, would constitute a default or event of default has occurred and is continuing unremedied or unwaived under the terms of any of the Land Use Rights, the Leases or Mortgages. There exists no pending or threatened condemnation, confiscation, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of any Land Use Right, Lease or Improvement. The Land Use Rights, Leases and Mortgages are valid and subsisting and are enforceable in accordance with the terms contained therein in all material respects. 3.18 PERSONAL PROPERTY. (i) The personal property of each member of the Company Group is sufficient for the conduct of its business as currently conducted. (ii) All personal property of each member of the Company Group which is reflected in the Interim Balance Sheet therefor delivered to the Investors under Section 3.12(ii) or which has been acquired by any member of the Company Group since the Statement Date and which has not been disposed of in the ordinary course of its business is owned by such member of the Company Group free and clear of any encumbrances (iii) All machinery, tools and equipment of each member of the Company Group (other than inventories) which are reflected in the Interim Balance Sheet therefor delivered to the Investors under Section 3.12(ii) or which have been acquired thereby since the date of such balance sheet are in a state of reasonable maintenance and repair (except for ordinary wear and tear) and are adequate for the conduct of the business thereof as currently operated. (iv) The inventories of each member of the Company Group which are reflected in the Interim Balance Sheet therefor delivered to the Investors under Section 3.12(ii) were, on the Statement Date, in good condition, and any inventories produced or acquired thereby after such date (to the extent not sold or otherwise disposed of in the ordinary course of business), are in good condition, are useable or useful in the ordinary course of the business thereof and are not in excess of reasonable requirements. 3.19 ENTIRE BUSINESS. There are no material facilities, services, assets or properties shared with any other entity, which are used in connection with the Company Group, and all of the facilities, services, assets or properties owned by the Group Companies are sufficient to conduct its business as proposed to be conducted. 3.20 COMPLIANCE WITH OTHER INSTRUMENTS. None of the members of the Company Group is in, nor will the conduct of business of any of them as proposed to be conducted result in, any violation, breach or default of the Memorandum and Articles or any other constitutional documents (which include, as applicable, any articles of incorporation, by-laws, joint venture contracts and the like), or of any material respect of any term or provision of any mortgage, indenture, contract, agreement or instrument to which either is a party or may be bound, or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon any of them. The execution, delivery and performance of and compliance with each of the Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated thereby, will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a 10

default under the Memorandum and Articles or any other such constitutional documents, any such contract, agreement or instrument, or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of the Company Group. 3.21 INTERESTED PARTY TRANSACTIONS. No officer, director or founder of the Company Group or any Affiliate of any of them has had, either directly or indirectly, a material interest in: (a) any person or entity which purchases from or sells, licenses or furnishes to any member of the Company Group any goods, property, technology, intellectual or other property rights or services; or (b) any contract or agreement to which any member of the Company Group is a party or by which it may be bound or affected, except as set forth in Schedule 3.21 of the Disclosure Schedule. All such contracts and agreements were made on terms and conditions as favorable to such member of the Company Group as would have been obtainable by it at the time in a comparable arm's-length transaction with an unrelated party. 3.22 INTELLECTUAL PROPERTY RIGHTS. (i) Each member of the Company Group owns or otherwise has the sufficient legal right or license to use all Intellectual Property necessary to permit the members of the Company Group to carry on their businesses as currently conducted and as proposed to be conducted. No claims are currently being asserted against any member of the Company Group, nor is any member of the Company Group aware of any threatened claim or demand, by any other Person (a) challenging or questioning the Company Group's validity, enforceability, ownership or use of any of the Intellectual Property owned or used by the Company Group or the validity or effectiveness of any license or similar agreement with respect thereto or (b) alleging any interference, infringement, misappropriation or unfair competition or trade practices. (ii) Schedule 3.22(ii) of the Disclosure Schedule sets forth a complete list of the (a) trademark registrations and applications; (b) patents (including issued and applications therefore); and (c) registered copyrights of each member of the Company Group. (iii) Each member of the Company Group has taken reasonable steps and measures to establish and preserve ownership of or right to use all Intellectual Property material to the operation of its business. Each member of the Company Group has taken reasonable steps to register, protect, maintain, and safeguard the Intellectual Property material to its business, including any Intellectual Property for which improper or unauthorized disclosure would impair its value or validity, and has had executed appropriate nondisclosure and confidentiality agreements and made all appropriate filings, registrations and payments of fees in connection with the foregoing. There is no infringement or misappropriation by any other Person of any Intellectual Property of any member of the Company Group. No proceedings or claims in which any member of the Company Group alleges that any Person is infringing upon, or otherwise violating, any Intellectual Property of any member of the Company Group are pending, and none has been served, instituted or asserted by any member of the Company Group. (iv) Each member of the Company Group owns all rights in and to any and all Intellectual Property used or planned to be used by such member of the Company Group, or covering or embodied in any past, current or planned activity, service or product of such member of the Company Group, which Intellectual Property was made, developed, conceived, created or written by any consultant retained, or any employee employed, by such member of the Company Group. No former or current employee, and no former or current consultant, of any member of the Company Group has any rights in any Intellectual Property made, developed, conceived, created or written by the aforesaid employee or consultant during the period of his or her retention by such member of the Company Group which can be asserted against such member of the Company Group. Except as set forth on Schedule 3.22(iv) of the Disclosure Schedule, each former and present employee and consultant of each member of the Company Group has executed a Confidentiality, Assignment of Inventions and Non-Competition Agreement in substantially the form attached hereto as Exhibit C. None of the Company, the Company Warrantors or the Founder is not aware that any of the employees employed, or any of the consultants retained by any member of the Company Group is in violation thereof. 11

(v) No Intellectual Property owned by any member of the Company Group is the subject of any security interest, lien, license or other Contract granting rights therein to any other Person. The Company Group has not (a)

(v) No Intellectual Property owned by any member of the Company Group is the subject of any security interest, lien, license or other Contract granting rights therein to any other Person. The Company Group has not (a) transferred or assigned, (b) granted an exclusive license to or (c) provided or licensed in source code form, any Intellectual Property owned by any member of the Company Group to any Person. 3.23 BENEFIT PLANS. Other than statutory social insurance plans operated under the Applicable Laws of the PRC, no member of the Company Group provides or is required to provide any retirement, social insurance, life insurance, medical, dental or other welfare benefits provided on ill-health, injury, death disability or on termination of employment (whether voluntary or involuntary) to any current or former employees, officers, consultants, independent contractors or agents of the Company Group. Except as disclosed in Schedule 3.23 of the Disclosure Schedule, no Company Group is a party to or is bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, vacation, hospitalization, medical or other plan, policy, trust or arrangement or other employee compensation agreement. Except as disclosed in Schedule 3.23 of the Disclosure Schedule, each member of the Company Group has complied with all applicable Laws relating to any of the Benefit Plans, including by making all required contributions and payments required to be made by or on behalf of any employees of the Company Group to the relevant Governmental Authority. 3.24 NO STATE ASSETS. Except as set forth in Schedule 3.24 of the Disclosure Schedule, none of the assets of any member of the Company Group constitute state-owned assets and, inasmuch, are not required to undergo any form of valuation under Applicable Law in the PRC governing the transfer of state-owned assets prior to the consummation of the transactions contemplated herein or in any of the Ancillary Agreements. 3.25 FULL DISCLOSURE. The Company, the Company Warrantors and the Founder have provided each of the Investors with all the information that such Investor has requested for deciding whether to consummate the transactions contemplated under this Agreement. None of this Agreement, any Ancillary Agreements or any other statements or certificates or other materials made or delivered, or to be made or delivered, to such Investor in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading. No representation or warranty by the Company, the Company Warrantors or the Founder in this Agreement and no information or materials provided to such Investor in connection with its due diligence investigation of any member of the Company Group or the negotiation and execution of this Agreement and the Ancillary Agreements contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statement therein, in light of the circumstances in which they are made, not misleading. 4. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS. Each of the Investors hereby severally but not jointly represents and warrants to the Company as of the date of this Agreement and as of the Closing that: 4.1 AUTHORIZATION. Such Investor has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered by such Investor, will constitute its valid and legally binding obligation, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 4.2 PURCHASE FOR OWN ACCOUNT. This Agreement is made with such Investor in reliance upon such Investor's representation to the Company, which by such Investor's execution of this Agreement such Investor hereby confirms, that the Series A Preferred Shares to be acquired hereunder and the Conversion Shares (collectively, the "SECURITIES") will be acquired by the Investor for investment for the Investor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any 12

participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents

participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Securities. 4.3 NO PUBLIC MARKET. The Investor understands and acknowledges that the offering of the Series A Preferred Shares pursuant to this Agreement will not be, and any Ordinary Shares acquired on conversion thereof at the time of issuance may not be, registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement and the issuance of securities hereunder is exempt from registration pursuant to Section 4(2) of the Securities Act, and that the Company's reliance upon these exemptions is predicated upon the Investor's representations in this Agreement. The Investor further understands that no public market now exists for any of the securities issued by the Company and the Company has given no assurances that a public market will ever exist for the Company's securities. 4.4 INVESTMENT EXPERIENCE. Such Investor is an investor in securities of companies in the development stage and acknowledges that it is able to bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. 4.5 DISCLOSURE OF INFORMATION. The Investors and their advisors have been furnished with all materials relating to the business, finances and operations of any member of the Company Group and materials relating to the securities which have been requested by the Investors or their advisors. The Investors and their advisors have been afforded the opportunity to ask questions of representatives of any member of the Company Group and have received answers to such questions, as the Investors deem necessary in connection with its decision to subscribe for the Series A Preferred Shares. For the avoidance of doubt, nothing in this Section 4.5 shall limit in any way the scope of the warranties set forth in Section 3 of this Agreement or the liability of the Company, the Company Warrantor or the Founder for breach thereof. 4.6 LEGENDS. The Investor understands that the certificates evidencing the securities issued pursuant to this Agreement may bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT." 5. CONDITIONS OF THE INVESTORS' OBLIGATIONS AT THE CLOSING. The obligations of each Investor under this Agreement at the Closing are subject to the fulfillment on or before the Closing of each of the following conditions: 5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company, the Company Warrantors and the Founder contained in Section 3 shall be true, correct and complete when made, and shall be true, correct and complete on and as of Closing at which the Investor is acquiring Series A Preferred Shares with the same effect as though such representations and warranties had been made on and as of the date of the Closing. 5.2 PERFORMANCE. Each of the Company, the Company Warrantors and the Founder shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. 5.3 COMPLIANCE CERTIFICATE. The Chief Executive Officer ("CEO") of the Company shall deliver to each Investor at the Closing a certificate stating that the condition specified in Section 5.1, 5.2, 5.4, 5.18 and 5.20 have been fulfilled and stating that there shall have been no material adverse change in 13

the business, affairs, prospects, operations, properties, assets or condition of any member of the Company Group since the Financial Statement Date, and certifying the validity of all such counterpart original or other copies of the documents as provided by the Company at the reasonable request of any of the Investors. 5.4 QUALIFICATIONS. Each of the Company, the Company Warrantors and the Founder shall have obtained all authorizations, approvals, waivers or permits of any competent Governmental Authority or regulatory body for the consummation of all of the transactions contemplated by this Agreement that are required in connection with the lawful issuance and sale of the Series A Preferred Shares pursuant to this Agreement, and all such authorizations, approvals, waivers and permits shall be effective as of the Closing. 5.5 2003 AND 2004 AUDITS. The Company shall have, at the Company's expense, prepared and submitted to the Investors non-consolidated income statements and statements of changes in cash flow for Wuxi Suntech for the fiscal years ended December 31, 2003 and December 31, 2004, and non-consolidated balance sheets as of December 31, 2003 and December 31, 2004 for Wuxi Suntech, all prepared under IFRS, audited by a reputable international accounting firm, and with respect to each member of the Company Group, if any. 5.6 DUE DILIGENCE. The Investors shall have completed and be satisfied with the results of all business, legal and financial due diligence, and any items requiring correction identified by any Investor shall have been corrected to the Investors' satisfaction. Without limiting the foregoing, the Investors shall have received from the Company all documents and other materials requested by the Investors for the purpose of examining and determining the rights of the Company, Wuxi Suntech or any other members of the Company Group in and to any technology, products and Proprietary Assets now used, proposed to be used in, or necessary to the Company or Wuxi Suntech's business as now conducted and proposed to be conducted, and the status of its ownership rights in and to all such technology, products and Proprietary Assets shall be satisfactory to the Investors in their sole discretion. 5.7 APPROVAL OF THE INVESTMENT COMMITTEE. Each Investor's investment committee shall have approved the terms of the investment, including this Agreement and all ancillary or related agreements. 5.8 RESTRUCTURING. The Investors shall have received documentation in a form satisfactory to the Investors confirming that the Company has completed the following: (i) the Company shall have completed the acquisition from the Founder of a 100% ownership in PSS, and PSS as of the date of such acquisition shall validly own (as reflected in SAIC registration documentation in due and proper form) a 31.389% equity interest in Wuxi Suntech; (ii) the Company shall have (a) completed the acquisition of a 36.435% equity interest in Wuxi Suntech from Jiangsu Little Swan Group Co., Ltd., Wuxi Shanhe Group Co., Ltd., Wuxi Keda Venture Capital Co., Ltd. and Wuxi Venture Capital Co., Ltd., described in items c2, d2 and e2 of Schedule C, (b) obtained all the requisite approvals in connection therewith, including, without limitation, the approval by SASAC or its authorized local counterpart and the approval by MOFCOM or its authorized local counterpart; and (c) registered the transfer with SAIC or its authorized local counterpart; (iii) Eucken Capital shall have (a) completed the acquisition of a 24.259% equity interest in Wuxi Suntech from Guolian Trust & Investment Co., Ltd. and Wuxi Mercury Group Co., Ltd. described in items a2 and b2 of Schedule C, (b) obtained all the requisite approvals, including, without limitation, the approval by SASAC or its authorized local counterpart and the approval by MOFCOM or its authorized local counterpart, and (c) registered the transfer with SAIC or its authorized local counterpart. (iv) The Company shall have completed the acquisition of 100% of the equity interests of Eucken Capital from Mr. David Dong as described in items C2 and D2 of Schedule C and (b) obtained all the requisite approvals. 14

(v) The Company and Wuxi New & Hi-tech Venture Investment Co., Ltd. ("WUXI HI-TECH") shall have entered into an Equity Joint Venture Contract (the "JV CONTRACT") in a form approved by the Investors. The JV Contract shall remain in effect until the consummation of the transfer of Wuxi Hi-tech's 7.917% interest in

(v) The Company and Wuxi New & Hi-tech Venture Investment Co., Ltd. ("WUXI HI-TECH") shall have entered into an Equity Joint Venture Contract (the "JV CONTRACT") in a form approved by the Investors. The JV Contract shall remain in effect until the consummation of the transfer of Wuxi Hi-tech's 7.917% interest in Wuxi Suntech to the Company. The Company shall have delivered to the Investors a fully executed copy of the equity transfer agreement between the Company and Wuxi Hi-tech pursuant to which Wuxi Hi-tech agrees to transfer its 7.917% interest in Wuxi Suntech to the Company. Without limitation of the foregoing, the Company shall have received (a) a copy of the amended Certificate of Approval for Wuxi Suntech, issued by MOFCOM or its authorized local counterpart, evidencing a 31.389% equity interest held by PSS, a 36.435% equity interest held by the Company and a 24.259% equity interest held by Eucken Capital, respectively, in Wuxi Suntech; (b) documentation evidencing the registration with SAIC or its authorized local counterpart of the ownership of the 31.389%, 36.435% and 24.259% equity interests respectively; (c) copies of foreign exchange verification circular issued by SAFE Wuxi City Central sub-bureau consenting to the settlement of foreign exchange for the transfer to the Company of the 36.435% equity interest in Wuxi Suntech; and (d) a fully executed copy of the JV Contract and Articles of Association as duly approved by the Company and Wuxi Hi-tech. 5.9 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Investors, and each Investor shall have received all such counterpart original or other copies of such documents as it may reasonably request. 5.10 MEMORANDUM AND ARTICLES. The Memorandum and Articles shall have been duly amended by all necessary action of its board of directors and shareholders to read as set forth in the form attached hereto as Exhibit A and such amendment shall have been duly filed with and registered by the Registrar of Companies of the British Virgin Islands. 5.11 RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT. The Founder and the Company shall have entered into a Right of First Refusal and Co-Sale Rights Agreement in the form attached hereto as Exhibit D (the "RIGHT OF FIRST REFUSAL AND CO-SALE RIGHTS AGREEMENT"), and such agreement shall be in full force and effect. 5.12 OPINION OF BRITISH VIRGIN ISLANDS COUNSEL. The Investors shall have received from Conyers Dill & Pearman, special counsel for the Company, an opinion, dated as of the Closing, in the form attached hereto as Exhibit E. 5.13 OPINION OF THE COMPANY'S PRC COUNSEL. The Investors shall have received from Grandall Legal Group Shanghai Office, an opinion, dated as of the Closing, substantially in the form and to the effect of Exhibit F, and to such further effect as the Investors may reasonably request. 5.14 OPINION OF PSS'S COUNSEL. The Investors shall have received from LAC Lawyers Pty Limited, an opinion, dated as of the Closing, in form and substance acceptable to the Investors, opining that, among other customary matters, that the Founder is the sole legal and beneficial owner of all of the issued and outstanding share capital of PSS. 5.15 OPINION OF MILLION POWER AND EUCKEN CAPITAL'S COUNSEL. The Investors shall have received from Farara Kerins, opinions, dated as of the Closing, in each case in form and substance acceptable to the Investors. 5.16 OPINION OF THE INVESTORS' PRC COUNSEL. The Investors shall have received from Jingtian, an opinion, in form and substance acceptable to the Investors, dated as of the Closing, substantially in the form and to the effect of Exhibit I, and to such further effect as the Investors may reasonably request. 5.17 CONFIDENTIALITY, COMMITMENT AND NON-COMPETITION AGREEMENT. The Founder, the Senior Managers and all employees and consultants of each member of the Company Group with access 15

to confidential information shall have executed a Confidentiality, Assignment of Inventions and Non-Competition Agreement dated on or before the Closing, in the form attached hereto as Exhibit C. 5.18 NO LITIGATION. No action, suit, proceeding, claim, arbitration or investigation shall have been threatened or instituted against any of the Founder, the Company, Wuxi Suntech, any other members of the Company Group or any Investor seeking to enjoin, challenge the validity of, or assert any liability against any of them on account of, any transactions contemplated by this Agreement or any Ancillary Agreement. 5.19 STOCK OPTION POOL. As of the Closing, the Company shall have authorized an employment-related share purchase or option plan which permits the issuance of up to but not in excess of 13,503,991 Ordinary Shares for allocation to key employees, officers, directors, consultants or other service providers of the Company in the form attached hereto as Exhibit L (the "2005 ESOP"). The 2005 ESOP shall provide for a vesting period of no less than three (3) years for the employees of the Company and an exercise price no lower than the purchase prices paid by the Investors under this Agreement. 5.20 NO MATERIAL ADVERSE CHANGE. There shall not have occurred prior to the Closing any event or transaction reasonably likely to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or members of the Company Group taken as a whole, or on the ability of the Company to consummate the transactions contemplated hereby. 5.21 PRC CUSTOMS PAYMENT. The Company shall have caused Wuxi Suntech to pay in full all customs duties due, and all the pecuniary penalties payable, as of the Closing by Wuxi Suntech. 5.22 DIRECTORS. The Company shall have (a) duly appointed the Persons designated by Goldman Sachs (Asia) Finance and Dragon Tech Energy Investment Limited to the Board of Directors of the Company, and (b) duly appointed, and caused Wuxi Suntech to appoint the Investor Directors to, the Board of Directors of Wuxi Suntech. 5.23 CLOSING CERTIFICATE. Each Investor shall have executed a certificate certifying that the conditions set forth in this Section 5 have been satisfied. 6. CONDITIONS OF THE COMPANY'S AND THE FOUNDER'S OBLIGATIONS AT THE CLOSING. The obligations of the Company and the Founder to each other and to the Investors under this Agreement at the Closing are subject to the fulfillment on or before the Closing of each of the following conditions by each of the Investors: 6.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investors contained in Section 4 shall be true, correct and complete when made, and shall be true, correct and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing. 6.2 PERFORMANCE. Each of the Investors shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. 7. COVENANTS. 7.1 RESTRUCTURING. Following the Closing, in connection with the Restructuring of the Company's operations, each member of the Company Group and the Founder shall take, or cause to be taken, all actions and shall do, or cause to be done, all things that are necessary, desirable or appropriate to: (i) cause the Company, within sixty (60) days following the Closing, to effect the equity transfer of a 7.917% equity interest in Wuxi Suntech from Wuxi Hi-tech to the Company and obtain all requisite approvals in respect thereof, including, without limitation, the approval by SASAC or its 16

authorized local counterpart, the approval by MOFCOM or its authorized local counterpart, and the registration with SAIC or its authorized local counterpart. In the event that the foregoing obligations of the Company are not completed within sixty (60) days following the Closing, the Company shall, and the Founder shall cause the Company to, enter into a Voting Agreement with Wuxi Hi-tech (the "VOTING AGREEMENT"). Pursuant to the Voting Agreement, Wuxi Hi-tech shall agree to vote, in connection with the approval of the activities of Wuxi Suntech, in accordance with terms of, and to give effect to, the Memorandum and Articles of the Company, this Agreement and the Ancillary Agreements. (ii) cause Wuxi Suntech, on or before February 1, 2006, to be completely relieved from all the guarantee obligations as set forth under the Guarantees; (iii) cause Wuxi Suntech, as soon as commercially reasonable and in any event within six (6) months following the Closing, to make a strategic decision, which shall be in the best interests of the shareholders of the Company, regarding Wuxi Suntech's equity interest in Wuxi Shangneng; (iv) cause the Company, within ninety (90) days following the Closing, to liquidate or otherwise restructure its interests in PSS and Eucken Capital in a manner approved by the Investors, such that, following the restructuring or liquidation, the Company would hold a direct 100% equity interest in Wuxi Suntech; (v) cause Million Power to distribute or transfer certain Ordinary Shares owned by it to the Persons set forth in Schedule D, and up to 3,817,061 additional Ordinary Shares to Persons (all such Persons described in this paragraph collectively, the "MILLION POWER DISTRIBUTEES") approved by holders of two-thirds (66.667%) of the Series A Preferred Shares (the "MAJORITY INVESTORS"); provided that the Majority Investors shall not withhold such approval upon their receipt of evidence reasonably satisfactory to them that the proposed distribution or transfer of 3,817,061 Ordinary Shares to such Persons is in compliance with applicable law; and (vi) cause Wuxi Suntech, as soon as practicable, and in any event within ninety (90) days following the Closing, to receive and deliver to the Investors a copy of the amended Foreign Exchange Certificate issued by SAFE Wuxi City Central sub-bureau, evidencing the shareholders of Wuxi Suntech, including PSS and Eucken Capital. 7.2 MAINTENANCE OF LICENSES. The Company shall procure that all Licenses are, and will remain, in full force and effect at all times following the Closing. 7.3 FOUNDER COVENANT TO FOLLOW MEMORANDUM AND ARTICLES. The Founder hereby agrees to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under the Applicable Law to abide by the terms of the Memorandum and Articles, as may be amended from time to time, and to cause each Group Company to conduct its business as if bound by the Memorandum and Articles. The Founder further agrees to execute and deliver, or cause to be executed and delivered, such other documents, certificates, agreements and other writings and to take, or cause to be taken, such other actions as reasonably deemed necessary in order to consummate or implement expeditiously the provisions of the Company's Memorandum of Association and Articles of Association, each as may be amended from time to time. 7.4 HIRING OF CFO AND COO. Within six (6) months following the Closing, the Company shall hire, and the Founder shall take, or cause to be taken, all actions and shall do, or cause to be done, all things that are necessary, desirable or appropriate to cause the Company to hire a Chief Financial Officer and Chief Operating Officer in each case of international and professional standard. The Investors agree to assist the Company in such hiring process. 8. CONFIDENTIALITY. 8.1 DISCLOSURE OF TERMS. The terms and conditions of this Agreement, all exhibits and schedules attached hereto and the transactions contemplated hereby (collectively, the "FINANCING TERMS"), including their existence, shall be considered confidential information and shall not be 17

disclosed by any party hereto to any third party except in accordance with the provisions set forth below. 8.2 PERMITTED DISCLOSURES. Notwithstanding the foregoing, (i) each member of the Company Group and the Investors, as appropriate, may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only on the asneeded basis and where such Persons are under appropriate nondisclosure obligations; and (ii) each Investor may disclose any of the Financing Terms to its fund manager and the employees thereof on the as-needed basis and so long as such Persons are under appropriate nondisclosure obligations. 8.3 LEGALLY COMPELLED DISCLOSURE. In the event that any party is requested or becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to disclose the existence of this Agreement or content of any of the Financing Terms in contravention of the provisions of this Section 8, such party (the "DISCLOSING PARTY") shall provide the other parties hereto with prompt written notice of that fact and shall consult with the other parties hereto regarding such disclosure. The Disclosing Party shall, to the extent possible and with the cooperation and reasonable efforts of the other parties, seek a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. 8.4 OTHER EXCEPTIONS. Notwithstanding any other provision of this Section 8, the confidentiality obligations of the parties shall not apply to: (a) information which a restricted party learns from a third party having the right to make the disclosure, provided the restricted party complies with any restrictions imposed by the third party; (b) information which is in the restricted party's possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; or (c) information which enters the public domain without breach of confidentiality by the restricted party. 8.5 PRESS RELEASES. Notwithstanding any other provision of this Section 8, with respect to the transactions contemplated under this Agreement, within sixty (60) days after the Closing, the Company may issue a press release disclosing the existence of this Agreement and the transactions contemplated hereunder, provided that such press release does not disclose the Financing Terms and is in a form approved by Investors who would, following the Closing, hold two-thirds (66.667%) of the Series A Preferred Shares. Any communication with the media or press release (via any medium) that uses an Investor's trade name or otherwise refers to an Investor's participation or involvement with the Company Group shall be subject to the prior written approval of such Investor prior to the release or use of such communication or press release. 8.6 OTHER INFORMATION. The provisions of this Section 8 shall survive the termination of this Agreement and shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the parties hereto with respect to the transactions contemplated hereby. 9. ADDITIONAL AGREEMENTS 9.1 DELIVERY OF FINANCIAL STATEMENTS. The Company shall deliver to each Investor: (i) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, consolidated and unconsolidated income statements and statements of cash flows for the Company and each member of the Company Group for such fiscal year, consolidated and consolidating balance sheets for the Company and each member of the Company Group as of the end of the fiscal year all prepared in accordance with US GAAP and audited and certified by a "big 4" firm of independent certified by independent certified public accountants of recognized international standing and reputation duly appointed by the Board of Directors to serve as the Company's auditors; 18

(ii) as soon as practicable, but in any event within thirty (30) days after the end of each fiscal quarter of the Company, consolidated and unconsolidated unaudited income statements and statements of cash flows for such fiscal quarter, consolidated unaudited balance sheets for the Company and each member of the Company Group

(ii) as soon as practicable, but in any event within thirty (30) days after the end of each fiscal quarter of the Company, consolidated and unconsolidated unaudited income statements and statements of cash flows for such fiscal quarter, consolidated unaudited balance sheets for the Company and each member of the Company Group as of the end of such fiscal quarter, and a management report; (iii) as soon as practicable, but in any event within fifteen (15) days of the end of each month, unaudited income statements and statements of cash flows for such month, balance sheets for the Company and each member of the Company Group as of the end of such month, and a management report; (iv) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, an operating budget, budget of capital expenditures, and strategic plan for the succeeding fiscal year, all as approved by the Board; (v) as soon as practicable, but in any event within five (5) working days after providing such information to such other Person, copies of all other documents or other information sent to any other Person in such other Person's capacity as a shareholder of the Company; (vi) as soon as practicable, but in any event at least fourteen (14) working days prior to such meeting, notices and agendas of any meeting of the Board of Directors of the Company or any member of the Company Group; and (vii) as soon as practicable, but in any event within thirty (30) days after such meeting (or in the case of a resolution adopted in writing in lieu of a meeting, within thirty (30) days after the adoption of such resolution), minutes of any meeting of the Board of Directors of the Company or any member of the Company Group (or in the case of a resolution adopted in writing in lieu of a meeting, a copy of such resolution). 9.2 INSPECTION. The Company shall permit each Investor, at such Investor's expense, to visit and inspect any of the properties and examine the books of account and records of the Company Group and discuss the affairs, finances and accounts of the Company Group with the directors, officers, accountants, legal counsel and investment bankers of the Company Group, all at such reasonable times as may be requested in writing by the Investor. Without limiting the foregoing, the Company shall permit each Investor, at such Investor's expense, to inspect all Tax Returns for the Company Group, together with all supporting materials or materials used in the preparation of such Tax Returns, and to discuss the Company's Tax policies with the directors, officers, employees, accountants, legal counsel and investment bankers of the Company and the Group Companies, all at such reasonable times as may be requested by the Investor. 9.3 TERMINATION OF INFORMATION AND INSPECTION COVENANTS. The covenants set forth in Sections 9.1 through 9.2 shall terminate as to each holder of Series A Preferred Shares or Conversion Shares and be of no further force or effect if (i) the Company becomes subject to the filing requirements of the Exchange Act or the rules of any other organized securities exchange, or (ii) such holder of Series A Preferred Shares shall cease to hold any Series A Preferred Shares or Conversion Shares. 9.4 CONVERSION OF FINANCIALS. If so requested by the Majority Investors in connection with preparation for an initial public offering on a United States securities exchange, the Company shall, and the Founder shall cause the Company to, restate and present its fiscal year 2003 and fiscal year 2004 financial statements in accordance with US GAAP, and have such financial statements audited by a "big four" auditing firm. 9.5 ASSIGNMENT. To the extent any holder of Series A Preferred Shares transfers any such shares to any other Person, such holder may assign its rights under Sections 9.1 and 9.2 to such Person. 19

9.6 BOARD OF DIRECTORS. (i) The Board of Directors shall consist of seven (7) directors. So long as at least 40% of the Series A Preferred Shares purchased by the Investors remain outstanding (as appropriately adjusted for share splits, share dividends,

9.6 BOARD OF DIRECTORS. (i) The Board of Directors shall consist of seven (7) directors. So long as at least 40% of the Series A Preferred Shares purchased by the Investors remain outstanding (as appropriately adjusted for share splits, share dividends, recapitalizations and similar transactions), the holders of such Series A Preferred Shares shall have the right to appoint two (2) members of the Board of Directors. In such case, the two (2) Investors holding the greatest number of Series A Preferred Shares shall each have the right to nominate one (1) director. If less than 40% but at least 20% of the Series A Preferred Shares purchased by the Investors remain outstanding, the holders of such Series A Preferred Shares shall have the right to appoint one (1) member of the Board of Directors. In such case, the Investor holding the greatest number of Series A Preferred Shares shall have the right to nominate the sole Series A director. In each case the remaining directors shall be nominated, elected and removed by the holders of Ordinary Shares in accordance with the Company's Memorandum and Articles. The directors designated by the Investors will be entitled to be members of all board committees. The applicable Investors shall have the sole right to remove their respective nominees and to reappoint successor directors; other directors shall be nominated, elected and removed in accordance with the Company's Memorandum and Articles. Each Party to this Agreement shall vote the Ordinary Shares and Series A Preferred Shares owned by them to elect the two (2) directors nominated by the applicable Investors. If there is a vacancy in the membership of the Board of Directors at any time, whether due to death, resignation, removal or some other cause, the Parties to this Agreement shall cause that vacancy to be filled by a person nominated by the party or parties hereto that originally nominated the predecessor director. The Parties to this Agreement shall vote the Ordinary Shares and Series A Preferred Shares owned by them to remove any director only if so requested by the party or parties hereto that originally nominated such director and directors nominated by the applicable Investors shall not be removed except if so requested. If there is a vacancy in the membership of the Board of Directors, no action by the Board of Directors shall be taken until the vacancy is filled, pursuant to the foregoing provisions of this paragraph; provided, however, that, if the party or parties hereto with the right to designate a director to fill a vacancy on the Board of Directors pursuant to the foregoing provision of this paragraph fails to make such designation within five (5) Business Days of the opening of that vacancy, the Board of Directors may take action without waiting for such vacancy to be filled, subject at all times to the provisions of Section 9.7. (ii) Meetings of the Board of Directors shall be held at least once per calendar quarter. The number of directors necessary to constitute a quorum at any regular or special meeting of the Board of Directors of the Company shall be a majority of the total number of directors then in office (including in each case the directors nominated by the applicable Investors pursuant to Section 9.6(i)). Any director or observer who does not attend a meeting of the Board of Directors may participate in the meeting and vote via telephone conference. The Company shall promptly prepare and distribute to all Investors minutes of all Board of Directors' meetings. (iii) In respect of the board of directors of either the Company or Wuxi Suntech, for so long as an Investor, together with its Affiliates holds at least 25% of the Preferred Shares originally issued to it by the Company, such Investor shall be entitled, from time to time, by notice in writing to the Company, to appoint an individual (an "OBSERVER") to attend any meetings of such board of directors and any committee thereof in a non-voting observer capacity. To the extent any holder of Series A Preferred Shares (or Ordinary Shares issued on conversion thereof) transfers all such shares to any other Person, such holder may assign its rights under this paragraph (iii) to such Person. The Observer shall strictly maintain the confidentiality of any and all information obtained by him at, resulting from or by reason of such board or committee meeting ("BOARD INFORMATION"), and shall not use or disclose such information for any purpose at any time, unless and until such information otherwise becomes public. For the avoidance of doubt, the Observer may disclose Board Information to his or her fund employer, its investors, the fund manager and the employees thereof on an asneeded basis and so long as such Persons are under appropriate nondisclosure obligations. (iv) Each of the Parties to this Agreement shall vote any shares of the Company held thereby and if applicable, cause its respective representatives on the Board to, and the Company shall, and the 20

Founder shall cause the Company to, promptly take any and all actions necessary to effect the provisions of this Section 9.6 and Section 9.7 below.

Founder shall cause the Company to, promptly take any and all actions necessary to effect the provisions of this Section 9.6 and Section 9.7 below. 9.7 MAJOR CORPORATE TRANSACTIONS. (1) The Company shall not, and the Founder shall cause the Company not to, take any of the following actions without, in addition to any other authorizations or approvals required by Law and the Memorandum and Articles, the prior written approval of at least two-thirds (66.667%) of the Series A Preferred Shares then outstanding. (i) any amendment of the Memorandum and Articles of the Company; (ii) any merger or consolidation involving the Company (whether or not the Company is the surviving corporation); (iii) any sale, lease, exchange or other disposition of all or substantially all of the assets of the Company (including the disposition or exclusive license of any of the Company's intellectual property); liquidation of all or substantially all of the Company; or a voluntary dissolution, or revocation of voluntary dissolution (judicial or non-judicial), of the Company; and (iv) any increase or decrease in the total number of directors comprising the Board of Directors of the Company; (v) issuance or sale by the Company of any securities other than (x) any issuance of Conversion Shares, (y) any grant of stock options which upon exercise by their holders, shall entitle their holders to purchase up to an aggregate of 13,503,991 Ordinary Shares and (z) any issuance of Ordinary Shares upon exercise of such stock options; (vi) public offerings and/or registration of securities other than a Qualified IPO, whether equity or debt, of the Company, whether sale of securities is made in connection therewith by the Company or by any shareholder of the Company; or the granting of any registration rights with respect to any securities, whether debt or equity, of the Company; (vii) creation, incurrence, assumption or permission to exist any mortgage, pledge, charge, lien or other encumbrance on all or substantially all of assets of the Company; (2) The Company shall not, and the Founder shall cause the Company not to, take any of the following actions without the prior written approval of the Board of Directors, including the approval of the Investor Directors and, in the event that both Investor Directors do not approve such action, the action will not be deemed approved for purposes hereof without the prior written approval of (i) of one (1) Investor Director and (ii) the affirmative vote (or written consent) of holders of at least two-thirds (66.667%) of the Series A Preferred Shares then outstanding.; (i) any declaration or payment of any dividend or other distribution, direct or indirect, in cash or in property by the Company on account of any class of share capital of the Company now or hereafter outstanding; or any redemption, retirement, purchase or other acquisition, direct or indirect, by the Company of any such share capital (or any warrants, rights or options to acquire any such share capital); provided that this paragraph (iii) shall not apply in respect of the redemption of the Series A Preferred Shares as provided for in the Memorandum and Articles; (ii) any sale, transfer or other disposition of Ordinary Shares by (x) the Founder or other Senior Manager prior to a Qualified IPO and (y) any other holder of Ordinary Shares (other than any of the Investors or their transferees or assigns) representing more than a five percent (5%) equity interest in the Company (on a fully diluted, asconverted-to-ordinary-share basis); (iii) sale by any Senior Manager of any Ordinary Shares acquired through the exercise of stock options received under the 2005 ESOP; 21

(iv) the termination or material amendment of a stock option plan including number of options, vesting period, and exercise price of options, and the adoption of any equity incentive plan with terms that materially differ from the 2005 ESOP, including without limitation option vesting on shorter than a three-year term, or that increases the size of the available option pool in excess of 13,503,991Ordinary Shares; (v) transactions by the Company with (u) its directors, (v) shareholders, (w) the Founder, Senior Managers or their respective Affiliates, (x) close relatives of the Founder or Affiliates of such relatives, (y) close relatives of the Affiliates of the Founder or Affiliates of such relatives, or (z) any corporation or other entity of which majority equity is held or which is otherwise controlled by any of the Persons listed in (w) through (y) of this paragraph (viii), jointly or respectively; (vi) creation, incurrence, assumption, guarantee or otherwise becoming liable (directly or indirectly) by the Company with respect to any indebtedness (including capital leases) which represents an amount in excess of US$ 5 million; (vii) the purchase or lease by the Company of any real estate property valued in excess of US$1,000,000 in aggregate in any 12-month period except for approved projects listed in the Disclosure Schedule; (viii) the purchase by the Company of listed or unlisted securities except for approved projects listed in the Disclosure Schedule; (ix) changes of the Company's independent public accountants or changes in accounting practices or policies; (x) acquisition by the Company of another business that would result in the consolidation by the Company of the financial results of such entity under US GAAP (whether through a stock purchase, stock swap or otherwise); any (x) acquisition of another business (whether through stock purchase, stock swap or otherwise) that would not result in the consolidation by the Company of the financial results of such entity under US GAAP or (y) acquisition of the assets of another business, which in the case of (x) or (y) is valued in excess of US$2 million (whether in a single transaction, or a number of transactions that are integral parts of a single transaction); approval of and material amendment to a joint venture or partnership by the Company; or the establishment of any subsidiary of the Company; (xi) any expense or use of funds by the Company Group (individually, in the case of any capital expenditures or other line item expenditures, or in the aggregate), in excess of 10% of the relevant allocated amount contemplated in the then-applicable Annual Business Plan and Budget; 9.8 EXPANSION OF THE BOARD. In contemplation of a Qualified IPO, the Founder shall cause the Company to, and the Company shall, make such changes to the structure and composition of the Board of Directors of the Company as are required for compliance with Applicable Law, including the rules and regulations of the Nasdaq National Market or other applicable securities exchange, and shall give due consideration to the Majority Investors' recommendations in this regard. 9.9 REGISTRATION RIGHTS. The Company agrees to grant the Investors certain registration rights in accordance with Exhibit K. 9.10 PRE-EMPTIVE RIGHT. (i) GENERAL. The Company hereby grants to each Investor a pre-emptive right to purchase up to a pro rata share of any New Securities which the Company may, from time to time, propose to sell and issue. An Investor's "pro rata share", for purposes of this pre-emptive right, shall be determined according to the number of Ordinary Shares owned by such Investor immediately prior to the issuance of the New Securities (assuming the exercise, conversion or exchange of any Ordinary Share Equivalents) in relation to the total number of Ordinary Shares outstanding immediately prior to the issuance of the New Securities (assuming the exercise, conversion or exchange of any Ordinary Share Equivalents). 22

Each Investor shall have a right of over-allotment such that, if any Investor fails to exercise its right hereunder to purchase its pro rata share of New Securities, the other Investors may purchase the non-purchasing Investor's portion on a pro rata basis within 10 days from the date such non-purchasing Investor fails to exercise its right hereunder. (ii) ISSUANCE NOTICE. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor written notice (an "ISSUANCE NOTICE") of such intention, describing the type of New Securities, and their price and the general terms upon which the Company proposes to issue the same. Each Investor shall have 30 days after any such notice is mailed or delivered to agree to purchase up to such Investor's pro rata share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (iii) SALES BY THE COMPANY. Upon the expiration of 40 days from the Company's delivery of the Issuance Notice and for 60 days thereafter, the Company may sell any New Securities with respect to which the Investors' pre-emptive rights under this Section 9.10 was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Issuance Notice. In the event the Company has not sold such New Securities within such 60-day period, the Company shall not thereafter issue or sell any New Securities, without first again offering such securities to the Investors in the manner provided in Section 9.10(i) above. (iv) The pre-emptive right granted under this Agreement shall expire upon, and shall not be applicable to, a Qualified IPO. (v) To the extent any holder of Series A Preferred Shares transfers any such shares to any other Person, such holder may assign its rights under this Section 9.10 to such Person. 9.11 REGULATORY COMPLIANCE. The Company and the Founder shall cause all shareholders of the Company and Wuxi Suntech (or any successor entity) to timely complete all required registrations and other procedures with applicable governmental authorities, including without limitation the State Administration of Foreign Exchange, if and when required pursuant to applicable law, and shall ensure that at all times the Company, Wuxi Suntech and their respective shareholders are in compliance with such requirements and that there is no barrier to repatriation of profits, dividends and other distributions from Wuxi Suntech (or any successor entity) to the Company. 10. MISCELLANEOUS. 10.1 SURVIVAL OF WARRANTIES. The warranties, representations and covenants of the Company and each of the Investors contained in or made pursuant to this Agreement and the indemnity given by the Company and the Founder pursuant to Section 10.2 shall survive the execution and delivery of this Agreement and the Closing, and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of any of the Investors or the Company. 10.2 INDEMNITY. The Company and the Founder agree to indemnify and hold harmless any Investor, and such Investor's directors, officers, employees, Affiliates, agents and assigns (each, an "INDEMNITEE"), against any and all Indemnifiable Losses to such Indemnitee, directly or indirectly, as a result of, or based upon or arising from any inaccuracy in or breach of nonperformance of any of the representations, warranties, covenants or agreements made by the Company, the Company Warrantors and the Founder in or pursuant to this Agreement. For purposes of this Section, "INDEMNIFIABLE LOSS" means, with respect to any Indemnitee, any action, cost, damage, disbursement, expense, liability, loss, deficiency, diminution in value, obligation, penalty or settlement of any kind or nature, whether foreseeable or unforeseeable, including, but not limited to, (i) interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Indemnitee and (ii) any taxes that may be payable by such Indemnitee as a result of the indemnification of any Indemnifiable Loss hereunder. 23

10.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, (i) the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto whose rights or obligations hereunder are affected by such terms and conditions; (ii) except or otherwise provided herein, this Agreement, and the rights and obligations herein may be assigned by any Investor to any Affiliate of such Investor, but not to any other person without the prior written consent of the Company; and (iii) the Founder may not assign any of his rights or delegate any of its obligations under this Agreement without the prior written consent of each Investor. Subject to Section 9.2 hereunder, nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 10.4 GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of New York, without regard to principles of conflicts of law thereunder. 10.5 COUNTERPARTS. 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. 10.6 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 10.7 NOTICES. Any and all notices required or permitted under this Agreement shall be given in writing in English and shall be provided by one or more of the following means and shall be deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile, on the date of transmission with receipt of a transmittal confirmation, or (c) if by international courier service, on the fourth (4th) Business Day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service. 10.8 ADMINISTRATIVE FEE AND OTHER EXPENSES. The Company shall bear its own costs in connection with this Agreement. At the Closing, the Company shall also pay all costs and expenses incurred by the Investors in connection with the negotiation, execution, delivery and performance of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby through the date of the Closing, including the expenses of counsel and other professional advisors to the Investors, up to in a maximum amount of US$50,000, to be distributed pro rata at the Closing based on each Investor's pro rata portion of the Series A Preferred Shares sold by the Company at the Closing. Any costs and expenses incurred by the Investors in excess of US$50,000 shall be borne by the Investors in proportion to its investment amount under this Agreement. If any action at Law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 10.9 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a instrument signed by (i) the Company, (ii) the Founder, and (iii) the holders of at least two-thirds (66.667%) of the Series A Preferred Shares then outstanding. Notwithstanding the foregoing, in the case of a proposed amendment or waiver of Section 2.1(iii) or Schedule B of this Agreement, such amendment or waiver shall only be effective if an instrument is signed by each party to the Agreement. 10.10 SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under any Applicable Law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 10.11 ENTIRE AGREEMENT. This Agreement and the documents referred to herein, together with all schedules and exhibits hereto and thereto, constitute the entire agreement among the parties and no 24

party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants

party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein; provided, however, that nothing in this Agreement or any Ancillary Agreement shall be deemed to terminate or supersede the provisions of any confidentiality and nondisclosure agreements executed by the parties hereto prior to the date of this Agreement, all of which agreements shall continue in full force and effect until terminated in accordance with their respective terms. 10.12 DISPUTE RESOLUTION. (i) Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation. Such consultation shall begin immediately after one party hereto has delivered to the other party hereto a written request for such consultation. If within thirty (30) days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either party with notice to the other. (ii) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the "Centre"). There shall be three arbitrators. Each party hereto shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The Chairman of the Centre shall select the third arbitrator, who shall be qualified to practice law in New York. If either party does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the Centre. (iii) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the Center in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 10.12, including the provisions concerning the appointment of arbitrators, the provisions of this Section10.12 shall prevail. (iv) The arbitrators shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive law of New York and shall not apply any other substantive law. (v) Each party hereto shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party. (vi) The award of the arbitration tribunal shall be final and binding upon the disputing parties, and either party may apply to a court of competent jurisdiction for enforcement of such award. (vii) Either party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. [The remainder of this page has been left intentionally blank] 25

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: POWER SOLAR SYSTEM CO., LTD.
By: /s/ -----------------------------------Name: Shi Zhengrong Capacity: Chief Executive Officer

Address:

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: POWER SOLAR SYSTEM CO., LTD.
By: /s/ -----------------------------------Name: Shi Zhengrong Capacity: Chief Executive Officer

Address:

17-6 Changjiang Nan Road, High-tech Industry Development District, Wuxi, Jiangsu Province 214028, China Attention: Shi Zhengrong Fax: +865105343049 [Signature Page to Share Purchase Agreement]

FOUNDER:
/s/ ---------------------------------------SHI ZHENGRONG

Address: 17-6 Changjiang Nan Road, High-tech Industry Development District, Wuxi, Jiangsu Province 214028, China Attention: Shi Zhengrong Fax: +865105343049 [Signature Page to Share Purchase Agreement]

COMPANY WARRANTOR: POWER SOLAR SYSTEM PTY. LTD.
By: /s/ -----------------------------------Name: Shi Zhengrong Capacity: Director

Address:

FOUNDER:
/s/ ---------------------------------------SHI ZHENGRONG

Address: 17-6 Changjiang Nan Road, High-tech Industry Development District, Wuxi, Jiangsu Province 214028, China Attention: Shi Zhengrong Fax: +865105343049 [Signature Page to Share Purchase Agreement]

COMPANY WARRANTOR: POWER SOLAR SYSTEM PTY. LTD.
By: /s/ -----------------------------------Name: Shi Zhengrong Capacity: Director

Address:

17-6 Changjiang Nan Road, High-tech Industry Development District, Wuxi, Jiangsu Province 214028, China Attention: Shi Zhengrong Fax: +865105343049 [Signature Page to Share Purchase Agreement]

COMPANY WARRANTOR: WUXI SUNTECH POWER CO., LTD.
By: /s/ -----------------------------------Name: Shi Zhengrong Capacity: Chief Executive Officer

Address:

17-6 Changjiang Nan Road, High-tech Industry Development District,

COMPANY WARRANTOR: POWER SOLAR SYSTEM PTY. LTD.
By: /s/ -----------------------------------Name: Shi Zhengrong Capacity: Director

Address:

17-6 Changjiang Nan Road, High-tech Industry Development District, Wuxi, Jiangsu Province 214028, China Attention: Shi Zhengrong Fax: +865105343049 [Signature Page to Share Purchase Agreement]

COMPANY WARRANTOR: WUXI SUNTECH POWER CO., LTD.
By: /s/ -----------------------------------Name: Shi Zhengrong Capacity: Chief Executive Officer

Address:

17-6 Changjiang Nan Road, High-tech Industry Development District, Wuxi, Jiangsu Province 214028, China Attention: Shi Zhengrong Fax: +865105343049 [Signature Page to Share Purchase Agreement]

COMPANY WARRANTOR: EUCKEN CAPITAL LIMITED
By: /s/ -----------------------------------Name: Chen hao kang

COMPANY WARRANTOR: WUXI SUNTECH POWER CO., LTD.
By: /s/ -----------------------------------Name: Shi Zhengrong Capacity: Chief Executive Officer

Address:

17-6 Changjiang Nan Road, High-tech Industry Development District, Wuxi, Jiangsu Province 214028, China Attention: Shi Zhengrong Fax: +865105343049 [Signature Page to Share Purchase Agreement]

COMPANY WARRANTOR: EUCKEN CAPITAL LIMITED
By: /s/ -----------------------------------Name: Chen hao kang Capacity: director

Address:

36th floor, 161 Lujiazui East Road, Pudong Shanghai 200120, China Attention: Chen hao kang Fax: +8621-58821133 [Signature Page to Share Purchase Agreement]

INVESTOR: GOLDMAN SACHS (ASIA) FINANCE
By: /s/ -----------------------------------Name: JASON E. MAYNARD Capacity: Alternate Director

COMPANY WARRANTOR: EUCKEN CAPITAL LIMITED
By: /s/ -----------------------------------Name: Chen hao kang Capacity: director

Address:

36th floor, 161 Lujiazui East Road, Pudong Shanghai 200120, China Attention: Chen hao kang Fax: +8621-58821133 [Signature Page to Share Purchase Agreement]

INVESTOR: GOLDMAN SACHS (ASIA) FINANCE
By: /s/ -----------------------------------Name: JASON E. MAYNARD Capacity: Alternate Director

Address:

c/o Goldman Sachs (Asia) L.L.C. 68/F Cheung Kong Center 2 Queen's Road Central, Hong Kong Attention: Jianyi Zhu Fax: +852 2978 1266 [Signature Page to Share Purchase Agreement]

POWER SOLAR INVESTMENT DOCUMENTS INVESTOR: DRAGONTECH ENERGY INVESTMENT LIMITED
By: /s/ ------------------------------------

INVESTOR: GOLDMAN SACHS (ASIA) FINANCE
By: /s/ -----------------------------------Name: JASON E. MAYNARD Capacity: Alternate Director

Address:

c/o Goldman Sachs (Asia) L.L.C. 68/F Cheung Kong Center 2 Queen's Road Central, Hong Kong Attention: Jianyi Zhu Fax: +852 2978 1266 [Signature Page to Share Purchase Agreement]

POWER SOLAR INVESTMENT DOCUMENTS INVESTOR: DRAGONTECH ENERGY INVESTMENT LIMITED
By: /s/ -----------------------------------Name: Roman Jun Shaw Capacity: Managing Director

Address:

Room 2503, Alexandra House, 18 Chater Road Central, Hong Kong Attention: Roman Jun Shaw Fax: (852) 2899 2711 [Signature Page to Share Purchase Agreement]

INVESTOR: FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD.
By: /s/ ------------------------------------

POWER SOLAR INVESTMENT DOCUMENTS INVESTOR: DRAGONTECH ENERGY INVESTMENT LIMITED
By: /s/ -----------------------------------Name: Roman Jun Shaw Capacity: Managing Director

Address:

Room 2503, Alexandra House, 18 Chater Road Central, Hong Kong Attention: Roman Jun Shaw Fax: (852) 2899 2711 [Signature Page to Share Purchase Agreement]

INVESTOR: FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD.
By: /s/ -----------------------------------Name: Gael de Barmon Capacity: Manager

Address:

Natexis Private Equity Asia Limited Suite 1208, Citic Tower 1 Tim Mei Avenue, Hong Kong Attention: Gael de Barmon Fax: 852-2583 9801 [Signature Page to Share Purchase Agreement]

INVESTOR: PRAX CAPITAL FUND 1, LP
By: /s/ ------------------------------------

INVESTOR: FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD.
By: /s/ -----------------------------------Name: Gael de Barmon Capacity: Manager

Address:

Natexis Private Equity Asia Limited Suite 1208, Citic Tower 1 Tim Mei Avenue, Hong Kong Attention: Gael de Barmon Fax: 852-2583 9801 [Signature Page to Share Purchase Agreement]

INVESTOR: PRAX CAPITAL FUND 1, LP
By: /s/ -----------------------------------Name: Jeff Yao Capacity: Partner

Address:

6A, 2272 Hongqiao Road Shanghai 200336, China Attention: Michael Xu Fax: 86 21 6237 6709 [Signature Page to Share Purchase Agreement]

INVESTOR: ACTIS CHINA INVESTMENT HOLDINGS NO. 4 LTD.
/s/ ---------------------------------------SIGNED by [Ashraf Ramtoola] in his capacity as director of Chronos Limited

INVESTOR: PRAX CAPITAL FUND 1, LP
By: /s/ -----------------------------------Name: Jeff Yao Capacity: Partner

Address:

6A, 2272 Hongqiao Road Shanghai 200336, China Attention: Michael Xu Fax: 86 21 6237 6709 [Signature Page to Share Purchase Agreement]

INVESTOR: ACTIS CHINA INVESTMENT HOLDINGS NO. 4 LTD.
/s/ ---------------------------------------SIGNED by [Ashraf Ramtoola] in his capacity as director of Chronos Limited in its capacity as director of Actis China Investment Holdings No. 4 Limited

Address:

8th Floor, Les Cascades Edith Cavell Street Port Louis Mauritius Attention: Yannick Roussety/Bay Chong Chin Fax: 230 213 3451/86 10 6505 8111 [Signature Page to Share Purchase Agreement]

INVESTOR: BESTMANAGE CONSULTANTS LTD.

INVESTOR: ACTIS CHINA INVESTMENT HOLDINGS NO. 4 LTD.
/s/ ---------------------------------------SIGNED by [Ashraf Ramtoola] in his capacity as director of Chronos Limited in its capacity as director of Actis China Investment Holdings No. 4 Limited

Address:

8th Floor, Les Cascades Edith Cavell Street Port Louis Mauritius Attention: Yannick Roussety/Bay Chong Chin Fax: 230 213 3451/86 10 6505 8111 [Signature Page to Share Purchase Agreement]

INVESTOR: BESTMANAGE CONSULTANTS LTD.
By: /s/ -----------------------------------Name: David D. Chow Capacity: General Partner

Address:

#5F., No. 420, Fu-Hsin N. Road Taipei 104, Taiwan Attention: Rachel Lin Fax: +886 2 2515 8493 [Signature Page to Share Purchase Agreement]

SCHEDULE OF DEFINITIONS "2005 BUSINESS PLAN AND BUDGET" has the meaning set forth in Section 3.9.

INVESTOR: BESTMANAGE CONSULTANTS LTD.
By: /s/ -----------------------------------Name: David D. Chow Capacity: General Partner

Address:

#5F., No. 420, Fu-Hsin N. Road Taipei 104, Taiwan Attention: Rachel Lin Fax: +886 2 2515 8493 [Signature Page to Share Purchase Agreement]

SCHEDULE OF DEFINITIONS "2005 BUSINESS PLAN AND BUDGET" has the meaning set forth in Section 3.9. "2005 ESOP" has the meaning set forth in Section 5.19. "ANCILLARY AGREEMENTS" means, collectively, the Right of First Refusal and Co-Sale Agreement, and any other document or agreement contemplated by this Agreement. "AUDITED FINANCIAL STATEMENTS" has the meaning set forth in Section 3.12. "AFFILIATE" means, with respect to any given Person, a Person that Controls, is Controlled by, or is under common Control with the given Person. "ANNUAL BUSINESS PLAN AND BUDGET" means the annual business plan and budget prepared by the Company. "APPLICABLE LAW" means, with respect to any Person, all applicable provisions of all (a) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances or orders of any Governmental Authority, (b) Governmental Approvals and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority. "BOOKS AND RECORDS" has the meaning set forth in Section 3.10.

SCHEDULE OF DEFINITIONS "2005 BUSINESS PLAN AND BUDGET" has the meaning set forth in Section 3.9. "2005 ESOP" has the meaning set forth in Section 5.19. "ANCILLARY AGREEMENTS" means, collectively, the Right of First Refusal and Co-Sale Agreement, and any other document or agreement contemplated by this Agreement. "AUDITED FINANCIAL STATEMENTS" has the meaning set forth in Section 3.12. "AFFILIATE" means, with respect to any given Person, a Person that Controls, is Controlled by, or is under common Control with the given Person. "ANNUAL BUSINESS PLAN AND BUDGET" means the annual business plan and budget prepared by the Company. "APPLICABLE LAW" means, with respect to any Person, all applicable provisions of all (a) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances or orders of any Governmental Authority, (b) Governmental Approvals and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority. "BOOKS AND RECORDS" has the meaning set forth in Section 3.10. "BUSINESS DAY" means any weekday that the banks in Hong Kong and the United States of America are generally open for business. "CENTER" means the Hong Kong International Arbitration Centre. "CLOSING" has the meaning set forth in Section 2.2. "COMPANY GROUP" means the Company and all Group Companies, taken together. "CONTRACT" means any agreement, arrangement, bond, commitment, franchise, indemnity, indenture, instrument, lease, license or binding understanding, whether or not in writing. "CONTROL" means, when used with respect to any Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing. "CONVERSION SHARES" means Ordinary Shares issuable upon conversion of the Series A Preferred Shares. "DISCLOSING PARTY" has the meaning set forth in Section 8.3. "DISCLOSURE SCHEDULE" has the meaning set forth in Section 3. "EQUITY SECURITIES" has the meaning set forth in Exhibit K. "EUCKEN CAPITAL" means Eucken Capital Limited, a company organized and existing under the laws of the British Virgin Islands. "FINANCIAL STATEMENTS" has the meaning set forth in Section 3.12. "FINANCING TERMS" has the meaning set forth in Section 8.1. 1

"GOVERNMENTAL AUTHORITY" means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the PRC, any foreign country or any domestic or foreign state, county, city or other political subdivision including but not limited to MOFCOM, SASAC and SAIC and their respective local and provincial branches or departments. "GROUP COMPANY" means a Person (other than a natural person) that is controlled by the Company. "GUARANTEES" means the cross guarantees given by Wuxi Suntech in favor of Wuxi Shanhe Group Co., Ltd., pursuant to which Wuxi Suntech has guaranteed the obligations of Wuxi Shanhe Group Co., Ltd. under Loan Contract No. BOCEB-A003(2004)-0160 (RMB 8,000,0000) and Loan Contract No. XI SHANG YIN(LI YUAN) No. 2004091571 (RMB15,000,000). "IFRS" means International Financial Reporting Standards developed by, and the International Accounting Standards adopted by, the International Accounting Standards Board. "IMPROVEMENT" has the meaning set forth in Section 3.17. "INDEMNITEE" has the meaning set forth in Section 11.2. "INDEMNIFIABLE LOSS" has the meaning set forth in Section 11.2. "INTELLECTUAL PROPERTY" means any and all (i) patents, all patent rights and all applications therefor and all reissues, reexaminations, continuations, continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, author's rights and works of authorship (including artwork of any kind and software of all types in whatever medium, inclusive of computer programs, source code, object code and executable code, and related documentation), (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications for parts and devices, quality assurance and control procedures, design tools, manuals, research data concerning historic and current research and development efforts, including the results of successful and unsuccessful designs, databases and proprietary data, (vi) proprietary processes, technology, engineering, formulae, algorithms and operational procedures, (vii) trade names, trade dress, trademarks, domain names, and service marks, and registrations and applications therefor, and (viii) the goodwill of the business symbolized or represented by the foregoing, customer lists and other proprietary information and common-law rights. "INTERIM BALANCE SHEETS" has the meaning set forth in Section 3.12. "INVESTOR DIRECTORS" shall mean those directors from time to time serving on the Board who were nominated thereto by the holders of Series A Preferred Shares as of right pursuant to Section 9.6(i). "KNOWLEDGE" of a Party shall mean the current actual knowledge of the executive officers of such Party principally responsible for the management of the business (including with respect to Intellectual Property) of such Party and its Subsidiaries. "LAND USE RIGHTS" has the meaning set forth in Section 3.17. "LEASE" has the meaning set forth in Section 3.17. "LICENSES" means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Governmental Authority, including but not limited to the Licenses set forth in Schedule 3.6 of the Disclosure Schedule and the business licenses of the applicable Group Companies. "MATERIAL ADVERSE EVENT" means any change, event or effect that (i) is or would be materially adverse to the business, operations, assets, liabilities, condition (financial or otherwise) or results of 2

operations of any member of the Company Group individually or taken as a whole or (ii) is or would materially impair the validity or enforceability of this Agreement against the Company, any Company Warrantor or the Founder or (iii) is or would materially and adversely affect the Company, any Company Warrantor or the Founder's ability to perform its obligations under this Agreement, any Ancillary Agreements or in connection with the transactions contemplated hereunder or thereunder. "MATERIAL CONTRACT" means, with respect to any Person, any outstanding Contract material to the business of such Person as of or after the date hereof and includes, but is not limited to, those Contracts deemed material by Section 3.15(v). "MATERIAL LICENSES" means the Licenses set forth in Schedule 3.6 of the Disclosure Schedule. "MEMORANDUM AND ARTICLES" means the memorandum of association and the articles of association of the Company, as amended from time to time, attached hereto as Exhibit A. "MOFCOM" means the Ministry of Commerce or, with respect to any matter to be submitted for examination and approval by the Ministry of Commerce, any government entity which is similarly competent to examine and approve such matter under the laws of the PRC. "MORTGAGE" has the meaning set forth in Section 3.17. "NEW SECURITIES" means any Equity Securities of the Company whether now or hereafter authorized; provided that the term "New Securities" does not include (i) securities issued upon conversion of the Series A Preferred Shares; (ii) up to 13,503,991Ordinary Shares issuable to employees, professional consultants, or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board of Directors; (iii) securities issued in a Qualified IPO; (iv) securities issued in connection with any stock split, stock dividend or recapitalization of the Company; and (v) securities issued pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the assets or other reorganization whereby the Company will own not less than fifty-one percent (51%) of the voting power of such business entity or business segment of any such entity. "PERSON" means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity. "PRC" means the PRC, but solely for the purposes of this Agreement, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and the islands of Taiwan. "PROPRIETARY ASSETS" means all patents, patent applications, trademarks, service marks, trade names, copyrights, moral rights, maskworks, trade secrets, confidential and proprietary information, compositions of matter, formulas, designs, proprietary rights, know-how and processes of a company. "PSS" means Power Solar System Pty. Ltd., a company organized and existing under the laws of New South Wales, Australia. "QUALIFIED IPO" means an IPO on a Qualified Exchange that values the Company at no less than US$500,000,000 immediately prior to the IPO and that results in aggregate proceeds to the Company (net of Selling Expenses) of US$100,000,000. "QUALIFIED EXCHANGE" means (i) the New York Stock Exchange or the Nasdaq Stock Market's National Market System or (ii) any other exchange of recognized international reputation and standing duly approved by the Company's Board of Directors, including the affirmative vote of the Investor Directors. "RESTRUCTURING PLAN" means the series of transactions set forth on Schedule C. "SAFE" means the Sate Administration of Foreign Exchange of the PRC, and any PRC governmental body that is a successor thereto.

3

"SAIC" means the State Administration of Industry and Commerce or, with respect to the issuance of any business license or filing or registration to be effected with or by the State Administration of Industry and Commerce, any government entity which is similarly competent to issue such business license or accept such filing or registration under the laws of the PRC. "SASAC" means the State-owned Assets Supervision and Administration Commission or, with respect to any matter to be submitted for examination and approval by the State-owned Assets Supervision and Administration Commission, any government entity which is similarly competent to examine and approve such matter under the laws of the PRC. "SECURITIES" has the meaning set forth in Section 4.2. "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended and interpreted from time to time. "SELLING EXPENSES" means, with respect to the issue or sale of any securities, any expenses payable directly or indirectly by the Company and any underwriting, brokerage or similar commissions, compensation, discounts or concessions paid or allowed by the Company in connection with such issue or sale. "SERIES A PREFERRED SHARES" has the meaning set forth in Section 3.2. "SENIOR MANAGER" means, with respect to any member of the Company Group, the chief executive officer, the chief financial officer, the chief operating officer, and the chief technology officer of such company, and any member of management reporting directly to the board of directors or any of the foregoing officers. "STATEMENT DATE" has the meaning set forth in Section 3.12. "SUBSIDIARY" means, with respect to any Person, any other Person directly or indirectly controlled by such Person. "TAX" and "TAXES" means and includes any and all taxes, including any and all income, gross receipts, franchise, license, severance, stamp, occupation, premium, environmental, customs duties, capital stock, profits, unemployment, disability, real property, personal property, transfer, registration, value added, estimated, sales, use, excise, withholding, employment, payroll, social security taxes, and similar assessments, charges, and fees (including interest, penalties and additions to such taxes, penalties for failure to file or late filing of any return, report or other filing, and any interest in respect of such penalties and additions) imposed or assessed by any federal, state or local taxing authority, including the British Virgin Islands, Hong Kong, the PRC or the United States (or any political subdivision thereof or therein). "US GAAP" means generally accepted accounting principles in the United States, consistently applied. "WUXI SHANGNENG" means Wuxi Shangneng Photovoltaic System Limited Company. "WUXI SUNTECH" means Wuxi Suntech Power Co., Ltd., a limited liability company incorporated under the laws of the PRC. 4

SCHEDULE A COMPANY WARRANTORS 1. Power Solar System Pty. Ltd. 2. Eucken Capital Limited

"SAIC" means the State Administration of Industry and Commerce or, with respect to the issuance of any business license or filing or registration to be effected with or by the State Administration of Industry and Commerce, any government entity which is similarly competent to issue such business license or accept such filing or registration under the laws of the PRC. "SASAC" means the State-owned Assets Supervision and Administration Commission or, with respect to any matter to be submitted for examination and approval by the State-owned Assets Supervision and Administration Commission, any government entity which is similarly competent to examine and approve such matter under the laws of the PRC. "SECURITIES" has the meaning set forth in Section 4.2. "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended and interpreted from time to time. "SELLING EXPENSES" means, with respect to the issue or sale of any securities, any expenses payable directly or indirectly by the Company and any underwriting, brokerage or similar commissions, compensation, discounts or concessions paid or allowed by the Company in connection with such issue or sale. "SERIES A PREFERRED SHARES" has the meaning set forth in Section 3.2. "SENIOR MANAGER" means, with respect to any member of the Company Group, the chief executive officer, the chief financial officer, the chief operating officer, and the chief technology officer of such company, and any member of management reporting directly to the board of directors or any of the foregoing officers. "STATEMENT DATE" has the meaning set forth in Section 3.12. "SUBSIDIARY" means, with respect to any Person, any other Person directly or indirectly controlled by such Person. "TAX" and "TAXES" means and includes any and all taxes, including any and all income, gross receipts, franchise, license, severance, stamp, occupation, premium, environmental, customs duties, capital stock, profits, unemployment, disability, real property, personal property, transfer, registration, value added, estimated, sales, use, excise, withholding, employment, payroll, social security taxes, and similar assessments, charges, and fees (including interest, penalties and additions to such taxes, penalties for failure to file or late filing of any return, report or other filing, and any interest in respect of such penalties and additions) imposed or assessed by any federal, state or local taxing authority, including the British Virgin Islands, Hong Kong, the PRC or the United States (or any political subdivision thereof or therein). "US GAAP" means generally accepted accounting principles in the United States, consistently applied. "WUXI SHANGNENG" means Wuxi Shangneng Photovoltaic System Limited Company. "WUXI SUNTECH" means Wuxi Suntech Power Co., Ltd., a limited liability company incorporated under the laws of the PRC. 4

SCHEDULE A COMPANY WARRANTORS 1. Power Solar System Pty. Ltd. 2. Eucken Capital Limited 3. Wuxi Suntech Power Co., Ltd.

SCHEDULE A COMPANY WARRANTORS 1. Power Solar System Pty. Ltd. 2. Eucken Capital Limited 3. Wuxi Suntech Power Co., Ltd. Sch A-1

SCHEDULE B INITIAL INVESTORS
POST-INVESTMENT OWNERSHIP PERCENTAGE (ON A FULLY-DILUTED BASIS) ---------------7.809% 3.952% 3.920% 3.450% 3.136%

NAME ---Goldman Sachs (Asia) Finance DragonTech Energy Investment Limited Actis China Investment Holdings No. 4 Ltd. Financiere Natexis Singapore 3 Pte, Ltd. Bestmanage Consultants Ltd.

SHARES ------------------------Series A Preferred Shares Series A Preferred Shares Series A Preferred Shares Series A Preferred Shares Series A Preferred Shares

NUMBERS OF SHARES ---------10,790,120 5,460,061 5,416,727 4,766,720 4,333,381

Sch B-1

NAME ---Prax Capital Fund 1, LP TOTAL:

SHARES ------------------------Series A Preferred Shares

NUMBERS OF SHARES ---------3,900,043 ---------34,667,052 ----------

POST-INVESTMENT OWNERSHIP PERCENTAGE (ON A FULLY-DILUTED BASIS) ---------------2.823%

Sch B-2

EXHIBIT 4.4 SCHEDULE D MILLION POWER DISTRIBUTEES (LIST OF INDIVIDUAL DISTRIBUTEES AND NUMBER OF SHARES)
Number of Shares (Calculate based on

SCHEDULE B INITIAL INVESTORS
POST-INVESTMENT OWNERSHIP PERCENTAGE (ON A FULLY-DILUTED BASIS) ---------------7.809% 3.952% 3.920% 3.450% 3.136%

NAME ---Goldman Sachs (Asia) Finance DragonTech Energy Investment Limited Actis China Investment Holdings No. 4 Ltd. Financiere Natexis Singapore 3 Pte, Ltd. Bestmanage Consultants Ltd.

SHARES ------------------------Series A Preferred Shares Series A Preferred Shares Series A Preferred Shares Series A Preferred Shares Series A Preferred Shares

NUMBERS OF SHARES ---------10,790,120 5,460,061 5,416,727 4,766,720 4,333,381

Sch B-1

NAME ---Prax Capital Fund 1, LP TOTAL:

SHARES ------------------------Series A Preferred Shares

NUMBERS OF SHARES ---------3,900,043 ---------34,667,052 ----------

POST-INVESTMENT OWNERSHIP PERCENTAGE (ON A FULLY-DILUTED BASIS) ---------------2.823%

Sch B-2

EXHIBIT 4.4 SCHEDULE D MILLION POWER DISTRIBUTEES (LIST OF INDIVIDUAL DISTRIBUTEES AND NUMBER OF SHARES)
Number of Shares (Calculate based on 90 million shares) ------------------177,674 841,614 105,201 1,733,328 866,664 654,588

Name of Transferee -----------------Wong Kok Fai (Macau) Fong Ching (Hong Kong) Chen Yingchih (Taiwan) Financiere Natexis Singapore 3 Pte, Ltd. Wang Shouqi (New Zealand) Yin Xianfeng (New Zealand)

Exh F-1

EXHIBIT K

NAME ---Prax Capital Fund 1, LP TOTAL:

SHARES ------------------------Series A Preferred Shares

NUMBERS OF SHARES ---------3,900,043 ---------34,667,052 ----------

POST-INVESTMENT OWNERSHIP PERCENTAGE (ON A FULLY-DILUTED BASIS) ---------------2.823%

Sch B-2

EXHIBIT 4.4 SCHEDULE D MILLION POWER DISTRIBUTEES (LIST OF INDIVIDUAL DISTRIBUTEES AND NUMBER OF SHARES)
Number of Shares (Calculate based on 90 million shares) ------------------177,674 841,614 105,201 1,733,328 866,664 654,588

Name of Transferee -----------------Wong Kok Fai (Macau) Fong Ching (Hong Kong) Chen Yingchih (Taiwan) Financiere Natexis Singapore 3 Pte, Ltd. Wang Shouqi (New Zealand) Yin Xianfeng (New Zealand)

Exh F-1

EXHIBIT K REGISTRATION RIGHTS TERMS 1. INTERPRETATION. 1.1 DEFINITIONS. The following terms used in this Exhibit K shall have the meanings ascribed to them below: "Applicable Securities Law" means (i) with respect to any offering of securities in the United States, or any other act or omission within that jurisdiction, the securities law of the United States, including the Exchange Act and the Securities Act, and any applicable law of any state of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States, or any related act or omission in that jurisdiction, the applicable laws of that jurisdiction.
"Board" or "Board of Directors" means the Board of Directors of the Company. "Center" means the Hong Kong International Arbitration Centre.

"Commission" means (i) with respect to any offering of securities in the United States, the Securities and Exchange Commission of the United States or any other federal agency at the time administering the Securities Act, and (ii) with respect to any offering of securities in a jurisdiction other than the United States, the regulatory

EXHIBIT 4.4 SCHEDULE D MILLION POWER DISTRIBUTEES (LIST OF INDIVIDUAL DISTRIBUTEES AND NUMBER OF SHARES)
Number of Shares (Calculate based on 90 million shares) ------------------177,674 841,614 105,201 1,733,328 866,664 654,588

Name of Transferee -----------------Wong Kok Fai (Macau) Fong Ching (Hong Kong) Chen Yingchih (Taiwan) Financiere Natexis Singapore 3 Pte, Ltd. Wang Shouqi (New Zealand) Yin Xianfeng (New Zealand)

Exh F-1

EXHIBIT K REGISTRATION RIGHTS TERMS 1. INTERPRETATION. 1.1 DEFINITIONS. The following terms used in this Exhibit K shall have the meanings ascribed to them below: "Applicable Securities Law" means (i) with respect to any offering of securities in the United States, or any other act or omission within that jurisdiction, the securities law of the United States, including the Exchange Act and the Securities Act, and any applicable law of any state of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States, or any related act or omission in that jurisdiction, the applicable laws of that jurisdiction.
"Board" or "Board of Directors" means the Board of Directors of the Company. "Center" means the Hong Kong International Arbitration Centre.

"Commission" means (i) with respect to any offering of securities in the United States, the Securities and Exchange Commission of the United States or any other federal agency at the time administering the Securities Act, and (ii) with respect to any offering of securities in a jurisdiction other than the United States, the regulatory body of the jurisdiction with authority to supervise and regulate the sale of securities in that jurisdiction. "Ordinary Shares" means the Ordinary Shares, par value US$0.01, of the Company. "Ordinary Share Equivalents" means warrants, options and rights exercisable for Ordinary Shares and instruments convertible or exchangeable for Ordinary Shares, including, without limitation, the Preferred Shares. "Control" of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than 50% of the votes entitled to be cast at shareholder's meetings of such Person or power to control the composition of the board of directors of such Person; the terms "Controlling" and "Controlled" have meanings correlative to the foregoing.

EXHIBIT K REGISTRATION RIGHTS TERMS 1. INTERPRETATION. 1.1 DEFINITIONS. The following terms used in this Exhibit K shall have the meanings ascribed to them below: "Applicable Securities Law" means (i) with respect to any offering of securities in the United States, or any other act or omission within that jurisdiction, the securities law of the United States, including the Exchange Act and the Securities Act, and any applicable law of any state of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States, or any related act or omission in that jurisdiction, the applicable laws of that jurisdiction.
"Board" or "Board of Directors" means the Board of Directors of the Company. "Center" means the Hong Kong International Arbitration Centre.

"Commission" means (i) with respect to any offering of securities in the United States, the Securities and Exchange Commission of the United States or any other federal agency at the time administering the Securities Act, and (ii) with respect to any offering of securities in a jurisdiction other than the United States, the regulatory body of the jurisdiction with authority to supervise and regulate the sale of securities in that jurisdiction. "Ordinary Shares" means the Ordinary Shares, par value US$0.01, of the Company. "Ordinary Share Equivalents" means warrants, options and rights exercisable for Ordinary Shares and instruments convertible or exchangeable for Ordinary Shares, including, without limitation, the Preferred Shares. "Control" of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than 50% of the votes entitled to be cast at shareholder's meetings of such Person or power to control the composition of the board of directors of such Person; the terms "Controlling" and "Controlled" have meanings correlative to the foregoing. "Equity Securities" means any Ordinary Shares or Ordinary Share Equivalents. "Exchange Act" means the United States Securities Exchange Act of 1934, as amended. "Form F-3" means Form F-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then in effect. "Form S-3" means Form S-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then in effect. "Founder" has the meaning ascribed thereto in the Share Purchase Agreement. "Group Company" means a Person (other than a natural person) that is controlled by the Company. "Holders" means the Investors, together with any permitted transferees and assigns of any Investor. "Holder Majority" means, as of any given time, Holders representing a majority in voting Exh L-1

power of Registrable Securities. "Initiating Holders" means, with respect to a request duly made under Section 2.1 or Section 2.2 to Register any Registrable Securities, the Holders initiating such request. "IPO" means a firm-commitment underwritten initial public offering of the Company's Ordinary Shares. "Person" means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity. "PRC" means the People's Republic of China, but solely for the purposes of this Exhibit K, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and the islands of Taiwan. "Preferred Shares" means the Company's outstanding Series A Preferred Shares, par value US$0.01 per share, issued pursuant to the Share Purchase Agreement. "Qualified IPO" means an IPO on a Qualified Exchange that values the Company at no less than US$500,000,000 immediately prior to the IPO and that results in aggregate proceeds to the Company of US$100,000,000, net of Selling Expenses. "Qualified Exchange" means (i) the New York Stock Exchange or the Nasdaq Stock Market's National Market System or (ii) any other exchange of recognized international reputation and standing duly approved by the Company's Board of Directors, including the affirmative vote of the Investor Directors. "Registration" means a registration effected by preparing and filing a Registration Statement and the declaration or ordering of the effectiveness of that Registration Statement; and the terms "Register" and "Registered" have meanings concomitant with the foregoing. "Registrable Securities" means (i) the Preferred Shares, (ii) the Ordinary Shares issuable or issued upon conversion of the Preferred Shares, (iii) all Equity Securities which may be from time to time acquired by a Holder after the date hereof and (iv) any Equity Securities of the Company issued as (or issuable upon the conversion, exchange or exercise of any Ordinary Share Equivalent) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i), (ii) and (iii), excluding in all cases, however, any Equity Securities sold by a Person in a transaction other than an assignment pursuant to Section 6.4. "Registration Statement" means a registration statement prepared on Forms S-1, S-2, S-3, F-1, F-2 or F-3 under the Securities Act, or on any comparable form in connection with registration in a jurisdiction other than the United States. "SEC" means the Securities and Exchange Commission of the United States. "Securities Act" means the United States Securities Act of 1933, as amended. "Selling Expenses" means, with respect to the issue or sale of any securities, any expenses payable directly or indirectly by the Company and any underwriting, brokerage or similar commissions, compensation, discounts or concessions paid or allowed by the Company in connection with such issue or sale. "Tax Return" means any tax return, declaration, reports, estimates, claim for refund, claim for extension, information returns, or statements relating to Taxes, including any schedule or attachment thereto. "Taxes" means any national, provincial or local income, sales and use, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, disability, Exh L-2

employment, payroll, severance or withholding tax or any other type of tax, levy, assessment, custom duty or charge imposed by any Government Entity, any interest and penalties (civil or criminal) related thereto or to the nonpayment thereof, and any loss or Tax Liability incurred in connection with the determination, settlement or litigation of any Liability arising therefrom. "US GAAP" means generally accepted accounting principles in the United States, consistently applied. "Violation" has the meaning ascribed thereto in Section 5.1(a). 1.2 INTERPRETATION. For all purposes of this Exhibit K, except as otherwise expressly provided, (i) the terms defined in this Section 1 shall have the meanings assigned to them in this Section 1 and include the plural as well as the singular, (ii) all accounting terms not otherwise defined herein have the meanings assigned under US GAAP, (iii) all references in this Exhibit K to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of the body of this Exhibit K, (iv) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (v) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Exhibit K as a whole and not to any particular Section or other subdivision and (vi) all references in this Exhibit K to designated Schedules, Exhibits and Annexes are to the Schedules, Exhibits and Annexes attached to this Exhibit K unless explicitly stated otherwise. 1.3 INTENT. The terms of Section 2 through Section 6 of this Exhibit K are drafted primarily in contemplation of an offering of Ordinary Shares in the United States of America. The parties recognize, however, the possibility that securities may be qualified or Registered in a jurisdiction other than the United States of America for offering to the public or that the Company might effect an offering in the United States of America in the form of American Depositary Receipts. Accordingly, (a) It is their intention that, whenever this Exhibit K refers to a law or institution of the United States of America but the parties wish to effectuate qualification or Registration in a different jurisdiction, reference in this Exhibit K to the laws or institutions of the United States shall be read as referring, mutatis mutandis, to the comparable laws or institutions of the jurisdiction in question; and (b) It is agreed that the Company will not undertake any listing of American Depositary Receipts or any other security derivative of the Ordinary Shares unless arrangements have been made satisfactory to a Holder Majority to ensure that the spirit and intent of this Exhibit K will be realized and that the Company is committed to take such actions as are necessary such that the Holders will enjoy rights corresponding to the rights hereunder to sell their Registrable Securities in a public offering in the United States of America as if the Company had listed Ordinary Shares in lieu of such derivative securities. 2. DEMAND REGISTRATION. 2.1 REGISTRATION OTHER THAN ON FORM F-3. Subject to the terms of this Exhibit K, following the earlier of an IPO and the third anniversary of the Share Purchase Agreement, a Holder Majority may request the Company in writing to effect the Registration of Registrable Securities for which the reasonably anticipated aggregate price to the public, net of Selling Expenses, would be of at least US$5,000,000. Upon receipt of such a request, the Company shall (a) promptly give written notice of the proposed Registration to all other Holders and (b) as soon as practicable, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably request; provided that the Company shall use its best efforts to cause such Registration and/or qualification to be complete within sixty (60) days of the receipt of such request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1. Exh L-3

2.2 REGISTRATION ON FORM F-3. Subject to the terms of this Exhibit K, at any time, and from time to time, after the date that is one year after an IPO, a Holder Majority may request the Company in writing to file a

2.2 REGISTRATION ON FORM F-3. Subject to the terms of this Exhibit K, at any time, and from time to time, after the date that is one year after an IPO, a Holder Majority may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public, net of Selling Expenses, would be at least US$1,000,000, insofar as the Company is entitled to use Form F-3, Form S-3 or a comparable form to Register the requested Registrable Securities. Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company's delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably request; provided, that the Company shall use its best efforts to cause such Registration and/or qualification to be complete within sixty (60) days of the receipt of such request. 2.3 RIGHT OF DEFERRAL. (a) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2, if: (i) within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities pursuant to Section 2.1 or Section 2.2, the Company delivers written notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement with the Commission within sixty (60) days of receipt of that request (other than a registration of securities in a transaction under Rule 145 of the Securities Act or an offering solely to employees), provided that the Company is actively employing in good faith all reasonable efforts to cause that Registration Statement to become effective as soon as practicable; or (ii) within six (6) months immediately following the effective date of any Registration Statement pertaining to the securities of the Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (b) If, after receiving a request from Holders pursuant to Section 2.1 or Section 2.2 hereof, the Company furnishes to the Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board, it would be seriously and materially detrimental to the Company or its shareholders for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be seriously detrimental, provided that such deferral by the Company shall not exceed sixty (60) days from the receipt of any request duly submitted by Holders under Section 2.1 or Section 2.2 to Register Registrable Securities; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period. 2.4 UNDERWRITTEN OFFERINGS. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders. Notwithstanding any other Exh L-4

provision of this Exhibit K, if the managing underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude such number of Registrable Securities from the

provision of this Exhibit K, if the managing underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude such number of Registrable Securities from the underwriting as required after excluding any other Equity Securities (including, without limitation, any Equity Securities which the Company may seek to include in the underwriting for its own account all Equity Securities that are not Registrable Securities and held by persons other than Holders) from the underwriting. If a limitation of the number of Registrable Securities is required pursuant to this Section 2.4, the number of Registrable Securities that may be included in the underwriting by selling Holders shall be allocated among such Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders would otherwise be entitled to include in the Registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Registration. 3. PIGGYBACK REGISTRATIONS. 3.1 REGISTRATION OF THE COMPANY'S SECURITIES. Subject to Section 3.3, if the Company proposes to Register any Equity Securities for its own account or for the account of any Person that is not a Holder, then in connection with the public offering of such securities, the Company shall promptly give each Holder written notice of such Registration and, upon the written request of any Holder given within twenty (20) days after delivery of such notice, the Company shall use its best efforts to include in such Registration any Registrable Securities thereby requested by such Holder. If a Holder decides not to include all or any of its Registrable Securities in such Registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. 3.2 RIGHT TO TERMINATE REGISTRATION. The Company shall have the right to terminate or withdraw any Registration initiated by it under Section 3.1 prior to the effectiveness of such Registration, whether or not any Holder has elected to participate therein. The expenses of such withdrawn Registration shall be borne by the Company in accordance with Section 4.3. 3.3 UNDERWRITING REQUIREMENTS. (a) In connection with any offering involving an underwriting of the Company's Equity Securities, the Company shall not be required to Register the Registrable Securities of a Holder under this Section 3 unless such Holder's Registrable Securities are included in the underwriting and such Holder enters into an underwriting agreement in customary form with the underwriters selected by the Company and setting forth such terms for the underwriting as have been agreed upon between the Company and the underwriters. In the event the underwriters advise Holders seeking Registration of Registrable Securities pursuant to this Section 3 in writing that market factors (including the aggregate number of Registrable Securities requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude some or all Registrable Securities from the Registration and underwriting after excluding any other Equity Securities (including, without limitation, all Equity Securities that are not Registrable Securities and held by persons other than Holders) from the underwriting, and the number of Equity Securities and Registrable Securities that may be included in the Registration and the underwriting shall be allocated (i) first, to the Company, (ii) second, among the Holders requesting inclusion of their Registrable Securities in such Registration Statement in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders would otherwise be entitled to include in the Registration and (iii) third, to any other shareholder other than a Holder on a pro rata basis; provided, that the right of the underwriter to exclude any Registrable Securities from the Registration and underwriting as described above shall be restricted such that Registrable Securities requested to be included by the Holders may not be reduced below 25% of the Ordinary Shares to be included in the Registration and underwriting, as determined on a fully-diluted, Exh L-5

as-converted basis, and in no event shall participation in the Registration by a shareholder other than a Holder exclude a Holder from the Registration. (b) If any Holder disapproves of the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from the underwriting shall be withdrawn from the Registration. 3.4 EXEMPT TRANSACTIONS. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company stock plan, (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities. 4. PROCEDURES. 4.1 REGISTRATION PROCEDURES AND OBLIGATIONS. Whenever required under this Exhibit K to effect the Registration of any Registrable Securities held by the Holders, the Company shall, as expeditiously as possible: (a) Prepare and file with the Commission a Registration Statement with respect to those Registrable Securities and use its best efforts to cause that Registration Statement to become effective, and, upon the request of the Holders holding a majority of the Registrable Securities Registered thereunder, keep the Registration Statement effective; (b) Prepare and file with the Commission amendments and supplements to that Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of Applicable Securities Law with respect to the disposition of all securities covered by the Registration Statement; (c) Furnish to the Holders the number of copies of a prospectus, including a preliminary prospectus, required by Applicable Securities Law, and any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use its commercially reasonable best efforts to Register and qualify the securities covered by the Registration Statement under the securities laws of any jurisdiction, as reasonably requested by the Holders, provided that the Company shall not be required to qualify to do business or file a general consent to service of process in any such jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling shareholders, those expenses shall be payable pro rata by selling shareholders; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of the offering. Each shareholder participating in the underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under Applicable Securities Law or of the happening of any event as a result of which any prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (g) Provide a transfer agent and registrar for all Registrable Securities Registered Exh L-6

pursuant to the Registration Statement and, where applicable, a number assigned by the Committee on Uniform Securities Identification Procedures for all those Registrable Securities, in each case not later than the effective date of the Registration; (h) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Exhibit K, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Exhibit K, (i) an opinion, dated the date of the sale, of the counsel representing the Company for the purposes of the Registration, in form and substance as is customarily given to underwriters in an underwritten public offering; and (ii) a comfort letter dated the date of the sale, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (i) Take all reasonable action necessary to list the Registrable Securities on the primary exchange upon which the Company's securities are traded or, in connection with an IPO, the primary exchange upon which the Company's securities will be traded; and (j) Make its officers and management team available for investor road shows and other meetings as deemed necessary by the Holders or the underwriters. 4.2 INFORMATION FROM HOLDER. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Exhibit K with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the Registration of such Holder's Registrable Securities. 4.3 EXPENSES OF REGISTRATION. All expenses, other than Selling Expenses, incurred in connection with Registrations, filings or qualifications pursuant to this Exhibit K, including (without limitation) all Registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, underwriters, and any selling Holders, shall be borne by the Company. 4.4 DELAY OF REGISTRATION. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any Registration as the result of any controversy that may arise with respect to the interpretation or implementation of this Exhibit K. 5. INDEMNIFICATION. 5.1 COMPANY INDEMNITY. (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, such Holder's officers, directors, shareholders, legal counsel and accountants, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls (as defined in the Securities Act) such Holder or underwriter against any losses, claims, damages or liabilities (joint or several) to which they may become subject under laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws. The Company will reimburse each such Holder, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Exh L-7

loss, claim, damage, liability or action. (b) The indemnity agreement contained in this Section 5.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such Registration by any such Holder, underwriter or controlling person. (c) With respect to any preliminary prospectus, the foregoing indemnity shall not inure to the benefit of any Holder or underwriter, or any Person controlling (within the meaning of the Securities Act) such Holder or underwriter, from whom the Person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder or underwriter to such Person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the shares to such Person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability. 5.2 HOLDER INDEMNITY. (a) To the extent permitted by law, each selling Holder will, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, legal counsel and accountants, any underwriter, any other Holder selling securities in connection with such Registration and each Person, if any, who controls (within the meaning of the Securities Act) the Company, such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such Registration; and each such Holder will reimburse any person intended to be indemnified pursuant to this Section 5.2, for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action. (b) The indemnity contained in this Section 5.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and in no event shall any indemnity under this Section 5.2 exceed the net proceeds from the offering received by such Holder. 5.3 NOTICE OF INDEMNIFICATION CLAIM. Promptly after receipt by an indemnified party under Section 5.1 or Section 5.2 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under Section 5.1 or Section 5.2, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the indemnifying parties. An indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably incurred fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the Exh L-8

indemnified party under this Section 5, but the omission to deliver written notice to the indemnifying party will not

indemnified party under this Section 5, but the omission to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5. 5.4 CONTRIBUTION. If any indemnification provided for in Section 5.1 or Section 5.2 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. 5.5 UNDERWRITING AGREEMENT. To the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 5.6 SURVIVAL. The obligations of the Company and Holders under this Section 5 shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Exhibit K, and otherwise. 6. ADDITIONAL UNDERTAKINGS. 6.1 REPORTS UNDER THE EXCHANGE ACT. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any comparable provision of any Applicable Securities Law that may at any time permit a Holder to sell securities of the Company to the public without Registration or pursuant to a Registration on Form F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Commission Rule 144 (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company's securities are listed), at all times following ninety (90) days after the effective date of a Qualified IPO; (b) file with the Commission in a timely manner all reports and other documents required of the Company under all Applicable Securities Laws; and (c) at any time following sixty (60) days after the effective date of an initial public offering by the Company, promptly furnish to any Holder holding Registrable Securities, upon request (i) a written statement by the Company that it has complied with the reporting requirements of all Applicable Securities Laws at any time after it has become subject to such reporting requirements or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company's securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents as may be filed by the Company with the Commission, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission, that permits the selling of any such securities without Registration or pursuant to Form F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company's Securities are listed). 6.2 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. From and after the date hereof, Exh L-9

the Company shall not, without the prior written consent of the Holders representing at least two-thirds in voting power of the Registrable Securities, enter into any agreement with any holder or prospective holder of any Equity

the Company shall not, without the prior written consent of the Holders representing at least two-thirds in voting power of the Registrable Securities, enter into any agreement with any holder or prospective holder of any Equity Securities of the Company that would (a) grant such holder or prospective holder any registration rights superior to or in parity with those rights granted pursuant to this Exhibit K, (b) allow such holder or prospective holder to include such securities in any Registration filed under Section 3, unless under the terms of such agreement such holder or prospective holder may include such Equity Securities in any such Registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included, or (c) allow such holder or prospective holder to demand Registration of their securities. 6.3 TERMINATION OF REGISTRATION RIGHTS. (a) Notwithstanding anything to the contrary in this Exhibit K, the registration rights set forth in Section 2 and Section 3 of this Exhibit K shall terminate on the fifth anniversary of the Closing Date (as defined in the Share Purchase Agreement); (b) Notwithstanding anything to the contrary in this Exhibit K, if (i) the Company obtains from the Commission a "no-action" letter in which the Commission indicated that it will take no action if, without Registration under the Securities Act or other Applicable Securities Laws, any Holder disposes of Registrable Securities covered by any request for Registration made under this Exhibit K in the specific manner in which the Holder proposes to dispose of Registrable Securities included in that request (including, without limitation, inclusion of the Registrable Securities in an underwriting initiated by either the Company or the Holders) and that the Registrable Securities may be sold to the public without Registration or (ii) in the opinion of counsel for the Company subject to concurrence by counsel for the Holder, no Registration under the Securities Act (or other Applicable Securities Law) is required in connection with the disposition and that the Registrable Securities may be sold to the public without Registration, then in the case of either (i) or (ii), the Registrable Securities included in the request for Registration, shall not be eligible for Registration under Section 2 with respect to the proposed disposition. Any Registrable Securities not so disposed of shall be eligible for Registration in accordance with the terms of this Exhibit K with respect to other proposed dispositions to which this Section 6.3 does not apply. 6.4 ASSIGNMENT OF REGISTRATION RIGHTS. The right to cause the Company to Register Registrable Securities pursuant to this Exhibit K may be assigned by any Holder to a transferee or assignee of such securities, provided that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Exhibit K. 6.5 EXERCISE OF PREFERRED SHARES. Notwithstanding anything to the contrary provided in this Exhibit K, the Company shall have no obligation to Register Registrable Securities which, if constituting Ordinary Share Equivalents, have not been exercised, converted or exchanged, as applicable, for Ordinary Shares prior to Registration. Exh L-10

EXHIBIT 4.5 (1) ZHENGRONG SHI (2) MILLION POWER FINANCE LTD. (3) FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD. (4) SHOUQI WANG (5) CHING FONG (6) XIANFENG YIN (7) KOK FAI WONG (8) YINGCHIH CHEN (9) TIPTOP BRIGHT LIMITED (10) GOLDMAN SACHS (ASIA) FINANCE (11) DRAGONTECH ENERGY INVESTMENT LIMITED

EXHIBIT 4.5 (1) ZHENGRONG SHI (2) MILLION POWER FINANCE LTD. (3) FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD. (4) SHOUQI WANG (5) CHING FONG (6) XIANFENG YIN (7) KOK FAI WONG (8) YINGCHIH CHEN (9) TIPTOP BRIGHT LIMITED (10) GOLDMAN SACHS (ASIA) FINANCE (11) DRAGONTECH ENERGY INVESTMENT LIMITED (12) ACTIS CHINA INVESTMENT HOLDINGS NO.4 LTD. (13) BESTMANAGE CONSULTANTS LTD. (14) PRAX CAPITAL FUND 1, LP (15) FINANCIERE 1 LTD. (16) FINANCIERE 2 LTD. (17) D&M TECHNOLOGIES LIMITED (18) POWER SOLAR SYSTEM CO., LTD. AND (19) SUNTECH POWER HOLDINGS CO., LTD.

SALE AND PURCHASE AGREEMENT IN RELATION TO THE ENTIRE ISSUED SHARE CAPITAL OF POWER SOLAR SYSTEM CO., LTD. DATED AS OF AUGUST 29, 2005

INDEX
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. INTERPRETATION........................................................... SALE AND PURCHASE OF THE SALE SHARES..................................... CONSIDERATION............................................................ REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDORS, BVI COMPANY, DR. SHI AND PURCHASER.............................. COMPLETION............................................................... POST COMPLETION EFFECT................................................... FURTHER ASSURANCE AND ASSISTANCE......................................... DOCUMENTS CONSTITUTING AGREEMENT......................................... CONFIDENTIALITY.......................................................... NOTICES AND OTHER COMMUNICATIONS......................................... COSTS AND EXPENSES....................................................... COUNTERPARTS............................................................. GOVERNING LAW AND DISPUTE RESOLUTION..................................... AMENDMENTS............................................................... SUCCESSORS AND ASSIGNS...................................................

SCHEDULE 1 - PARTICULARS OF THE BVI COMPANY.................................. SCHEDULE 2 - THE WARRANTIES.................................................. SCHEDULE 3 - FORM OF THE SOLE SHAREHOLDER'S RESOLUTIONS OF SUNTECH POWER HOLDINGS CO., LTD................................. SCHEDULE 4 - FORM OF BOARD RESOLUTIONS OF SUNTECH POWER HOLDINGS CO., LTD........................................................

INDEX
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. INTERPRETATION........................................................... SALE AND PURCHASE OF THE SALE SHARES..................................... CONSIDERATION............................................................ REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDORS, BVI COMPANY, DR. SHI AND PURCHASER.............................. COMPLETION............................................................... POST COMPLETION EFFECT................................................... FURTHER ASSURANCE AND ASSISTANCE......................................... DOCUMENTS CONSTITUTING AGREEMENT......................................... CONFIDENTIALITY.......................................................... NOTICES AND OTHER COMMUNICATIONS......................................... COSTS AND EXPENSES....................................................... COUNTERPARTS............................................................. GOVERNING LAW AND DISPUTE RESOLUTION..................................... AMENDMENTS............................................................... SUCCESSORS AND ASSIGNS...................................................

SCHEDULE 1 - PARTICULARS OF THE BVI COMPANY.................................. SCHEDULE 2 - THE WARRANTIES.................................................. SCHEDULE 3 - FORM OF THE SOLE SHAREHOLDER'S RESOLUTIONS OF SUNTECH POWER HOLDINGS CO., LTD................................. SCHEDULE 4 - FORM OF BOARD RESOLUTIONS OF SUNTECH POWER HOLDINGS CO., LTD........................................................ SCHEDULE 5 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD...... SCHEDULE 6 - FORM OF BOARD RESOLUTIONS OF POWER SOLAR SYSTEM CO., LTD........................................................

THIS AGREEMENT IS MADE THIS 29TH DAY OF AUGUST 2005 AMONG (1) ZHENGRONG SHI of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China ("DR. SHI"); (2) MILLION POWER FINANCE LTD. of Akara Building, 24 De Castro Street; Wickhams Cay I, Road Town, Tortola British Virgin Islands; ("MILLION Power") ; (3) FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD. of Natexis Private Equity Asia Limited, Suite 1208, Citic Tower, 1 Tim Mei Avenue, Hong Kong ("FINANCIERE SINGAPORE"); (4) SHOUQI WANG of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (5) CHING FONG of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (6) XIANFENG YIN of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (7) KOK FAI WONG of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China;

THIS AGREEMENT IS MADE THIS 29TH DAY OF AUGUST 2005 AMONG (1) ZHENGRONG SHI of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China ("DR. SHI"); (2) MILLION POWER FINANCE LTD. of Akara Building, 24 De Castro Street; Wickhams Cay I, Road Town, Tortola British Virgin Islands; ("MILLION Power") ; (3) FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD. of Natexis Private Equity Asia Limited, Suite 1208, Citic Tower, 1 Tim Mei Avenue, Hong Kong ("FINANCIERE SINGAPORE"); (4) SHOUQI WANG of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (5) CHING FONG of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (6) XIANFENG YIN of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (7) KOK FAI WONG of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (8) YINGCHIH CHEN of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (9) TIPTOP BRIGHT LIMITED of of Sea Meadow House, Blackburne Highway, Road Town, Tortola, British Virgin Islands ("TIPTOP"); (10) GOLDMAN SACHS (ASIA) FINANCE c/o Goldman Sachs (Asia) L.L.C., 68th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong ("GOLDMAN Sachs"); (11) DRAGONTECH ENERGY INVESTMENT LIMITED of Room 2503, Alexandra House, 18 Chater Road, Central, Hong Kong ("DRAGONTECH"); (12) ACTIS CHINA INVESTMENT HOLDINGS NO. 4 LTD. of 8th Floor, Les Cascades, Edith Cavell Street, Port Louis, Mauritius ("ACTIS"); (13) BESTMANAGE CONSULTANTS LTD. of #5F, No. 420 Fu-Hsin N. Road, Taipei 104, Taiwan ("BESTMANAGE"); (14) PRAX CAPITAL FUND 1, LP of 6A, 2272 Hongqiao Road, Shanghai 200336, China ("PRAX"); (15) FINANCIERE 1 LTD. of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("FINANCIERE 1"); (16) FINANCIERE 2 LTD. of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("FINANCIERE 2"); 1

(together known as the "VENDORS" or individually the "VENDOR") (17) D&M TECHNOLOGIES LIMITED of Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town,

(together known as the "VENDORS" or individually the "VENDOR") (17) D&M TECHNOLOGIES LIMITED of Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands, a company that is wholly owned by ZHENGRONG SHI, and is ZHENGRONG SHI's nominee to be alloted and issued part of the Consideration Shares as defined herein ("D & M"); (18) BVI COMPANY (as defined below) and (19) SUNTECH POWER HOLDINGS CO., LTD., a company incorporated in the Cayman Islands whose registered office is situated at c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (the "PURCHASER"). PRELIMINARY (A) WHEREAS, the Vendors together are the registered owners of the entire issued share capital of the BVI Company (as hereafter defined). (B) WHEREAS, in preparation for a proposed initial public offering and concurrent listing on the Nasdaq National Market, the BVI Company (as hereafter defined) intends to reorganize such that the BVI Company becomes a wholly owned subsidiary of the Purchaser by virtue of the existing shareholders (or their respective nominees) of the BVI Company selling all of their shares of the BVI Company to the Purchaser in exchange for the same proportional equity interests in the Purchaser as their proportional shareholdings in the BVI Company (the "SHARE SWAP"). (C) WHEREAS, subsequent to the Share Swap, the ordinary shares of the Purchaser will be listed on the Nasdaq National Market. (D) WHEREAS, the Vendors, who constitute all of the existing shareholders (or their respective nominees) of the BVI Company, and the Purchaser have agreed to a sale and purchase of the Sale Shares (as hereafter defined) on the following terms and conditions. IT IS AGREED AS FOLLOWS: 1. INTERPRETATION 1.1 In this Agreement, unless the context otherwise requires, the following expressions shall have the respective meanings set opposite thereto: "BVI COMPANY" means Power Solar System Co., Ltd., brief particulars of which are set out in Part A of Schedule 1; "COMPLETION" means the completion of the sale and purchase of the Sale Shares in accordance with the provisions of this Agreement; 2

"COMPLETION DATE" means the date on which Completion takes place; "CONSIDERATION" means the consideration for the acquisition of the Sale Shares as described in Clause 3; "CONSIDERATION SHARES" means an aggregate of (i) 89,999,999 fully paid up, validly issued and nonassessable ordinary shares of US$0.01 each in the capital of the Purchaser, of which 67,499,999 ordinary shares, 14,303,870 ordinary shares, 1,733,328 ordinary shares, 866,664 ordinary shares, 841,614 ordinary shares, 654,588 ordinary shares, 177,674 ordinary shares, 105,201 ordinary shares and 3,817,061 ordinary shares are to be issued and allotted to D&M, Million Power, Financiere Singapore, Shouqi Wang, Ching Fong,

"COMPLETION DATE" means the date on which Completion takes place; "CONSIDERATION" means the consideration for the acquisition of the Sale Shares as described in Clause 3; "CONSIDERATION SHARES" means an aggregate of (i) 89,999,999 fully paid up, validly issued and nonassessable ordinary shares of US$0.01 each in the capital of the Purchaser, of which 67,499,999 ordinary shares, 14,303,870 ordinary shares, 1,733,328 ordinary shares, 866,664 ordinary shares, 841,614 ordinary shares, 654,588 ordinary shares, 177,674 ordinary shares, 105,201 ordinary shares and 3,817,061 ordinary shares are to be issued and allotted to D&M, Million Power, Financiere Singapore, Shouqi Wang, Ching Fong, Xianfeng Yin, Kok Fai Wong, Yingchih Chen and Tiptop, respectively and (ii) 34,667,052 fully paid up, validly issued and nonassessable Series A Preferred Shares of US$0.01 each in the capital of the Purchaser of which 10,790,120 Series A Preferred Shares, 5,460,061 Series A Preferred Shares, 5,416,727 Series A Preferred Shares, 2,600,060 Series A Preferred Shares, 4,333,381 Series A Preferred Shares, 3,900,043 Series A Preferred Shares, 1,600,000 Series A Preferred Shares and 566,660 Series A Preferred Shares are to be issued and allotted to Goldman Sachs, DragonTech, Actis, Financiere Singapore, Bestmanage, Prax, Financiere 1 and Financiere 2, respectively; "HONG KONG" means the Hong Kong Special Administrative Region of the PRC; "PRC" means the People's Republic of China; "SALE SHARES" means an aggregate of (i) 90,000,000 fully paid up, validly issued and nonassessable ordinary shares of US$0.01, each in the capital of the the BVI Company of which 67,500,000 ordinary shares, 14,303,870 ordinary shares, 1,733,328 ordinary shares, 866,664 ordinary shares, 841,614 ordinary shares, 654,588 ordinary shares, 177,674 ordinary shares, 105,201 ordinary shares and 3,817,061 ordinary shares are to be sold by Zhengrong Shi, Million Power, Financiere Singapore, Shouqi Wang, Ching Fong, Xianfeng Yin, Kok Fai Wong, Yingchih Chen and Tiptop, respectively and (ii) 34,667,052 fully paid up, validly issued and nonassessable Series A Preferred Shares of US$0.01 each in the capital of the BVI Company of which 10,790,120 Series A Preferred Shares, 5,460,061 Series A Preferred Shares, 5,416,727 Series A Preferred Shares, 2,600,060 Series A Preferred Shares, 4,333,381 Series A Preferred Shares, 3,900,043 Series A Preferred Shares, 1,600,000 Series A Preferred Shares and 566,660 Series A Preferred Shares are to be sold by Goldman Sachs, DragonTech, Actis, Financiere Singapore, Bestmanage, Prax, Financiere 1 and Financiere 2, respectively; "SECURITIES AND EXCHANGE COMMISSION" means the United States Securities and Exchange Commision; "US$" means United States dollars; and 1.2 Any reference to a Clause, sub-clause or Schedule (other than to a Schedule to a statutory provision) is a reference to a Clause or a sub-clause or Schedule to this Agreement and the Schedules form part of and are deemed to be incorporated into this Agreement. 1.3 Words denoting the singular number or the masculine shall include the plural or the feminine or neuter and vice versa. 3

1.4 Any reference to an ordinance, statute, legislation or enactment shall be construed as a reference to such ordinance, statute, legislation or enactment as may be amended or re-enacted from time to time and for the time being in force. 1.5 The headings to the Clauses of this Agreement are for ease of reference only and shall be ignored in interpreting this Agreement. 2. SALE AND PURCHASE OF THE SALE SHARES

1.4 Any reference to an ordinance, statute, legislation or enactment shall be construed as a reference to such ordinance, statute, legislation or enactment as may be amended or re-enacted from time to time and for the time being in force. 1.5 The headings to the Clauses of this Agreement are for ease of reference only and shall be ignored in interpreting this Agreement. 2. SALE AND PURCHASE OF THE SALE SHARES Subject to the terms and conditions set forth in this Agreement, each Vendor agrees to sell, assign, transfer and deliver to the Purchaser on the Completion Date, severally, but not jointly, and also consents to other Vendors' selling, assigning, transferring and delivering to the Purchaser (including waiving any right of first refusal or other restriction thereon), and the Purchaser agrees to purchase from each Vendor on the Completion Date, the number of shares set forth opposite the name of such Vendor under "Owners of the Sale Shares" on Schedule I, Part A hereto. 3. CONSIDERATION 3.1 The total consideration for the sale by the Vendors of the Sale Shares shall be the allotment and issue by the Purchaser pursuant to the terms of Clause 3.2 to each of the Vendors (or their respective nominees) of such number of Consideration Shares as is set forth next to the name of the respective Vendor (or their respective nominees) in Columns 2 and 3 of Part B of Schedule 1. 3.2 The Consideration Shares shall be allotted and issued as fully paid, validly issued and nonassessable and shall have such rights, preferences and privileges as set forth in the Purchaser's Amended and Restated Memorandum and Articles of Association in the form attached hereto as Schedule 5. 4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDORS, BVI COMPANY, DR. SHI AND PURCHASER 4.1 Each of the Vendors hereby severally represents, warrants and undertakes to the Purchaser that each of the matters set out in Schedule 2, Part A (each of the warranties being hereinafter referred to as a "VENDOR WARRANTY" and together as the "VENDOR WARRANTIES") (insofar as it relates to the respective Vendor) is true and correct in all respects as of the date of this Agreement and as of the Completion Date and acknowledges that the Purchaser is entering into this Agreement in reliance upon the Vendor Warranties and that the Purchaser shall be entitled to treat the Vendor Warranties as conditions of this Agreement. 4.2 Each of the BVI Company, Dr. Shi, D&M and Purchaser (collectively, the "COMPANY GROUP") hereby jointly and severally represent, warrant and undertake to each of the Vendors that each of the matters set out in Schedule 2, Part B (each of the warranties being hereinafter referred to as a "COMPANY WARRANTY" and together as the "COMPANY WARRANTIES" and collectively with the Vendor Warranties, the "WARRANTIES") is true and correct in all respects as of the date of this Agreement and as of the Completion Date and acknowledge that each of the Vendors is entering into this Agreement in reliance upon the Company Warranties and that each of the Vendors shall be entitled to treat the Company Warranties as conditions of this Agreement. 4

4.3 Each of the Warranties set out in each sub-paragraph of Schedule 2 hereto shall be separate and independent and save as expressly provided shall not be limited by reference to any other sub-paragraph or anything in this Agreement or the Schedules hereto. 4.4 The Purchaser's rights in respect of each of the Vendor Warranties shall survive Completion and continue in full force and effect notwithstanding Completion. 4.5 Each of the Vendor's rights in respect of each of the Company Warranties shall survive Completion and continue in full force and effect notwithstanding Completion.

4.3 Each of the Warranties set out in each sub-paragraph of Schedule 2 hereto shall be separate and independent and save as expressly provided shall not be limited by reference to any other sub-paragraph or anything in this Agreement or the Schedules hereto. 4.4 The Purchaser's rights in respect of each of the Vendor Warranties shall survive Completion and continue in full force and effect notwithstanding Completion. 4.5 Each of the Vendor's rights in respect of each of the Company Warranties shall survive Completion and continue in full force and effect notwithstanding Completion. 5. COMPLETION 5.1 Completion shall take place at the offices of Latham & Watkins, LLP at 41st Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong or such other place as the parties may agree forthwith upon the execution of this Agreement, when all the following business will be simultaneously transacted: 5.1.1 each of the Vendors shall: (a) procure his/her/its execution of this Agreement and the Agreement for the Transfer and Assumption of Obligations under the Share Purchase Agreement and the Right of First Refusal and Co-Sale Agreement of equal date hereof (the "ASSUMPTION AGREEMENT"). 5.1.2 the Purchaser shall: (a) procure the passing of the shareholder's resolutions in the form set out in Schedule 3 and board resolutions in Schedule 4 to authorize the allotment and issue of the Consideration Shares to the Vendors (or their respective nominees) pursuant to the terms of Clause 3.1; (b) enter and register the Vendors (or their respective nominees) as shareholders, in such share amounts and to such persons/entities as set forth on Schedule 1, Part B hereto, of the Consideration Shares on the Purchaser's register of members and provide each Vendor with a copy of the Purchaser's share register certified by a director of the Purchaser as true, accurate and complete as of the date of the Completion; (c) procure the execution of the Assumption Agreement; and (d) procure the adoption of an Amended and Restated Memorandum and Articles of Association in the form attached hereto as Schedule 5 (which shall be duly filed with and registered by the Registrar of Companies of the Cayman Islands within five (5) days after the Completion). 5.1.3 The BVI Company's board resolutions in the form as set out in Schedule 6 to authorize the transfer of the Sale Shares to the Purchaser shall be passed; 5.1.4 The BVI Company shall arrange to enter and register the Purchaser as holder of the Sale Shares and enter and register such share transfers on the BVI Company's register of members; 5

5.2 The transactions described in Clause 5.1 shall take place at the same time, so that in the event of a default of the performance of any such transactions by either party, the other party shall not be obliged to complete this Agreement or perform any obligations hereunder (without prejudice to any further legal remedies). 5.3 As soon as reasonably practicable following the Completion and in any event not later than fifteen (15) days after the Completion, each of the Vendors shall deliver, to the Purchaser, original share certificates in respect of the Sale Shares owned by them respectively, together with instruments of transfer in favour of the Purchaser in respect of the Sale Shares duly executed by the registered holders thereof (if necessary), and the Purchaser shall deliver, to the Vendors, original share certificates for the Consideration Shares issued by the Purchaser in such share amounts and to such persons/entities as set forth on Schedule 1, Part B hereto.

5.2 The transactions described in Clause 5.1 shall take place at the same time, so that in the event of a default of the performance of any such transactions by either party, the other party shall not be obliged to complete this Agreement or perform any obligations hereunder (without prejudice to any further legal remedies). 5.3 As soon as reasonably practicable following the Completion and in any event not later than fifteen (15) days after the Completion, each of the Vendors shall deliver, to the Purchaser, original share certificates in respect of the Sale Shares owned by them respectively, together with instruments of transfer in favour of the Purchaser in respect of the Sale Shares duly executed by the registered holders thereof (if necessary), and the Purchaser shall deliver, to the Vendors, original share certificates for the Consideration Shares issued by the Purchaser in such share amounts and to such persons/entities as set forth on Schedule 1, Part B hereto. 5.4 Each member of the Company Group shall use its best efforts to comply at all times with PRC law and, further, shall use its best efforts to timely obtain and/or effect all Approvals required thereof by PRC law at any time and from time to time (including registration with State Administration of Foreign Exchange, if applicable). In addition, each member of the Company Group shall use its best efforts to procure each of the owners or beneficial owners of any equity interest in the Purchaser, whether direct or indirect, to timely obtain all Approvals required by PRC law in relation to such interest in the Purchaser. For purpose of this Agreement, "Approval" means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice required to be secured from any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government (including the government of the PRC and any other relevant jurisdiction). 5.5 As soon as reasonably practicable following the Completion and in any event not later than fifteen (15) days after the Completion, the Purchaser shall procure Maples & Calder, Cayman Islands counsel to the Purchaser, to deliver an opinion to each of the Vendors, in form and substance customary for transactions in the nature of the transactions contemplated by this Agreement with respect to (i) the organization and existence of the Purchaser, (ii) the execution, validity and enforceability of this Agreement and the Assumption Agreement, and (iii) the issuance of the Consideration Shares. 6. POST COMPLETION EFFECT This Agreement shall remain in full force and effect after and notwithstanding Completion in respect of all obligations, agreements, covenants, undertakings, conditions, representations or warranties which have not been done, observed or performed at or prior to Completion and the parties may take action for any breach or nonfulfilment of any of such obligations, agreement, covenants, undertakings, conditions, representations or warranties either before or after Completion (whether or not such breach or non-fulfilment may have been known to or discoverable by the Purchaser prior to Completion) it being agreed that Completion shall not be deemed to constitute a waiver of or operate as an estoppel against any right to take any such action. 7. FURTHER ASSURANCE AND ASSISTANCE 7.1 The Vendors shall do, execute and perform and shall procure to be done, executed and performed all such further acts, deeds, documents and things as the Purchaser may require 6

from time to time effectively to vest the beneficial ownership of the Sale Shares in the Purchaser free from all liens, charges, options, encumbrances or adverse rights or interest of any kind and otherwise to give to the Purchaser the full benefit of this Agreement. 7.2 The Purchaser shall, and Dr. Shi shall cause the Purchaser to, do, execute and perform and to procure to be done, executed and performed all such further acts, deeds, documents and things as the Vendors may require from time to time effectively to vest the beneficial ownership of the Consideration Shares in the Vendors as set forth on Schedule 1, Part B, free from all liens, charges, options, encumbrances or adverse rights or interest of any kind and otherwise to give to the Vendors the full benefit of this Agreement.

from time to time effectively to vest the beneficial ownership of the Sale Shares in the Purchaser free from all liens, charges, options, encumbrances or adverse rights or interest of any kind and otherwise to give to the Purchaser the full benefit of this Agreement. 7.2 The Purchaser shall, and Dr. Shi shall cause the Purchaser to, do, execute and perform and to procure to be done, executed and performed all such further acts, deeds, documents and things as the Vendors may require from time to time effectively to vest the beneficial ownership of the Consideration Shares in the Vendors as set forth on Schedule 1, Part B, free from all liens, charges, options, encumbrances or adverse rights or interest of any kind and otherwise to give to the Vendors the full benefit of this Agreement. 7.3 All parties hereto recognize that the Purchaser plans to (i) adopt an equity incentive plan or similar arrangement, which will amend, restate, assume and/or replace the stock option plan adopted by the BVI Company on April 29, 2005 (the "BVI Plan") and (ii) assume or exchange all outstanding stock options issued under the BVI Plan for stock options with comparable terms thereunder. 8. DOCUMENTS CONSTITUTING AGREEMENT This Agreement, the Assumption Agreement and any agreement, document or instrument attached hereto or referred to herein among the parties hereto together constitute the entire agreement and understanding between the parties in connection with the subject matter of this Agreement and supersedes all previous proposals, representations, warranties, agreements or undertakings relating thereto whether oral, written or otherwise and neither party has relied on any such proposals, representations, warranties, agreements or undertakings. In the event of a conflict between the terms and conditions of this Agreement and any previous proposals, representations, warranties, agreements or undertakings, the terms and conditions of this Agreement shall prevail. 9. CONFIDENTIALITY 9.1 Disclosure of Terms. The terms and conditions of this Agreement, the Assumption Agreement, all exhibits and schedules attached hereto and thereto, and the transactions contemplated hereby (collectively, the "SHARE SWAP TERMS"), including their existence, shall be considered confidential information and shall not be disclosed by any party hereto to any third party except in accordance with the provisions set forth below. 9.2 Permitted Disclosures. Notwithstanding the foregoing, (i) any party hereto may disclose any of the Share Swap Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only on an as-NEEDED basis and where such persons are under appropriate nondisclosure obligations; and (ii) each of Financiere Singapore, Goldman Sachs, DragonTech, Actis, Bestmanage, Prax, Financiere 1 and Financiere 2 may disclose any of the Share Swap Terms to its fund manager and the employees thereof on an as-needed basis and so long as such persons are under appropriate nondisclosure obligations. 9.3 Legally Compelled Disclosure. In the event that any party is requested or becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to disclose the existence of this Agreement, the Assumption Agreement or the content of any of the Share Swap Terms in contravention of the provisions of this 7

Section 9, such party (the "DISCLOSING PARTY") shall provide the other parties hereto with PROMPT written notice of that fact and shall consult with the other parties hereto regarding such disclosure. The Disclosing Party shall, to the extent possible and with the cooperation and reasonable efforts of the other parties, seek a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. 9.4 Other Exceptions. Notwithstanding any other provision of this Section 9, the confidentiality obligations of the parties shall not apply to: (a) disclosure as may be required by the Securities and Exchange Commission or applicable securities law or regulations of the United States of America or requirement of any stock exchange or

Section 9, such party (the "DISCLOSING PARTY") shall provide the other parties hereto with PROMPT written notice of that fact and shall consult with the other parties hereto regarding such disclosure. The Disclosing Party shall, to the extent possible and with the cooperation and reasonable efforts of the other parties, seek a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. 9.4 Other Exceptions. Notwithstanding any other provision of this Section 9, the confidentiality obligations of the parties shall not apply to: (a) disclosure as may be required by the Securities and Exchange Commission or applicable securities law or regulations of the United States of America or requirement of any stock exchange or automated trading system; (b) information which a restricted party learns from a third party having the right to make the disclosure, provided the restricted party complies with any restrictions imposed by the third party; (c) information which is in the restricted PARTY'S possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; or (d) information which enters the public domain without breach of confidentiality by the restricted party. 9.5 Other Information. The provisions of this Section 9 shall survive the termination of this Agreement and shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the parties hereto with respect to the transactions contemplated hereby. 10. NOTICES AND OTHER COMMUNICATIONS Any and all notices required or permitted under this Agreement shall be given in writing in English and shall be provided by one or more of the following means and shall be deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile, on the date of transmission with receipt of a transmittal confirmation, or (c) if by international courier service, on the fourth (4th) Business Day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service. 11. COSTS AND EXPENSES The parties hereto bear their respective legal and professional fees, costs and expenses incurred in the negotiation, preparation and execution of this Agreement and all documents contemplated hereby. 12. COUNTERPARTS This Agreement may be executed in counterparts and all counterparts together shall constitute one document. 13. GOVERNING LAW AND DISPUTE RESOLUTION 13.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York, without regard to principles of conflicts of law thereunder. 8

13.2 Dispute Resolution. 13.2.1 Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation. Such consultation shall begin immediately after one party hereto has delivered to the other party hereto a written request for such consultation. If within thirty (30) days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either party with notice to the other. 13.2.2 The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the "Centre"). There shall be three arbitrators. Each party hereto shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The Chairman of the

13.2 Dispute Resolution. 13.2.1 Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation. Such consultation shall begin immediately after one party hereto has delivered to the other party hereto a written request for such consultation. If within thirty (30) days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either party with notice to the other. 13.2.2 The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the "Centre"). There shall be three arbitrators. Each party hereto shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The Chairman of the Centre shall select the third arbitrator, who shall be qualified to practice law in New York. If either party does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the Centre. 13.2.3 The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the Center in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 13.2, including the provisions concerning the appointment of arbitrators, the provisions of this Section 13.2 shall prevail. 13.2.4 The arbitrators shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive law of New York and shall not apply any other substantive law. 13.2.5 Each party hereto shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party. 13.2.6 The award of the arbitration tribunal shall be final and binding upon the disputing parties, and either party may apply to a court of competent jurisdiction for enforcement of such award. 13.2.7 Either party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. 14. AMENDMENTS This Agreement may not be amended, modified or supplemented, except in a writing signed by each of the parties hereto. 15. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 9

IN WITNESS whereof the parties hereto have executed this Agreement the day and year first above written.
SIGNED by ) ) /s/ -------------------------------------) By: ) ----------------------------------

ZHENGRONG SHI in the presence of:

For and on behalf of MILLION POWER FINANCE LTD.

IN WITNESS whereof the parties hereto have executed this Agreement the day and year first above written.
SIGNED by ) ) /s/ -------------------------------------) By: ) ----------------------------------

ZHENGRONG SHI in the presence of:

For and on behalf of MILLION POWER FINANCE LTD.
/s/ ---------------------------------------Authorized Signature(s)

SIGNED by MILLION POWER FINANCE LTD. in the presence of:

) ) ) By: ) ---------------------------------Title: -------------------------------

SIGNED by

FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD. in the presence of: Margaret Chui

) ) /s/ -------------------------------------) By: Gael de Barmon ) Title: ) -------------------------------

/s/ -------------------------------------

SIGNED by

SHOUQI WANG in the presence of:

) ) /s/ -------------------------------------) By: ) ----------------------------------

SIGNED by

CHING FONG in the presence of:

) ) /s/ -------------------------------------) By: ) ----------------------------------

SIGNED by

XIANFENG YIN in the presence of:

) ) /s/ -------------------------------------) By: ) ----------------------------------

/s/ -------------------------------------

SIGNED by

KOK FAI WONG in the presence of:

) ) /s/ -------------------------------------) By: ) ----------------------------------

SIGNED by

KOK FAI WONG in the presence of:

) ) /s/ -------------------------------------) By: ) ----------------------------------

SIGNED by

YINGCHIH CHEN in the presence of:

) ) /s/ -------------------------------------) By: ) ----------------------------------

SIGNED by

TIPTOP BRIGHT LIMITED in the presence of:

) ) /s/ -------------------------------------) By: ) ----------------------------------

SIGNED by

GOLDMAN SACHS (ASIA) FINANCE in the presence of:

) ) /s/ -------------------------------------) By: Jason E. Maynard ) Title: Alternate Director

SIGNED by

DRAGONTECH ENERGY INVESTMENT LIMITED in the presence of:

) ) /s/ -------------------------------------) By: Roman Jun Shaw ) Title: Director )

SIGNED by

ACTIS CHINA INVESTMENT

) ) /s/ -------------------------------------) By: ASHRAF RAMTOOLA ) Representing CHRONOS LTD ) Title: DIRECTOR )

HOLDINGS NO. 4 LTD. in the presence of: Ms Yannick Roussety

/s/ -------------------------------------

SIGNED by

FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD. in the presence of: Margaret Chui

) ) /s/ -------------------------------------) By: Gael de Barmon ) Title: ) -------------------------------

/s/ -------------------------------------

SIGNED by

BESTMANAGE CONSULTANTS LTD. in the presence of:

) ) /s/ -------------------------------------) By: ---------------------------------) Title: -------------------------------

/s/

SIGNED by

FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD. in the presence of: Margaret Chui

) ) /s/ -------------------------------------) By: Gael de Barmon ) Title: ) -------------------------------

/s/ -------------------------------------

SIGNED by

BESTMANAGE CONSULTANTS LTD. in the presence of:

) ) /s/ -------------------------------------) By: ---------------------------------) Title: -------------------------------

/s/ -------------------------------------

SIGNED by

PRAX CAPITAL FUND 1, LP in the presence of:

) ) /s/ -------------------------------------) By: JEFF YAO ) Title: Partner

/s/ Michael Xu -------------------------------------

SIGNED by

FINANCIERE 1 LTD. in the presence of: Margaret Chui

) ) /s/ -------------------------------------) By: Gael de Barmon ) Title: -------------------------------

/s/ -------------------------------------

SIGNED by

FINANCIERE 2 LTD. in the presence of: Margaret Chui

) ) /s/ -------------------------------------) By: Gael de Barmon ) Title: -------------------------------

/s/ -------------------------------------

SIGNED by

D&M TECHNOLOGIES LIMITED in the presence of:

) ) /s/ -------------------------------------) By: ) ---------------------------------Title: -------------------------------

SIGNED by

POWER SOLAR SYSTEM CO., LTD. in the presence of:

) ) /s/ -------------------------------------) By: ) ---------------------------------Title:

-------------------------------

SIGNED by

) ) /s/ --------------------------------------

SUNTECH POWER HOLDINGS CO., LTD. in the presence of:

) By: ) ----------------------------------

Title:

SCHEDULE 1 PART A PARTICULARS OF THE BVI COMPANY
Name Company number Place of incorporation Date of incorporation Registered office : Power Solar System Co., Ltd. : 637152 : British Virgin Islands : January 11, 2005 : Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands : 465,332,948 ordinary shares, par value US$0.01 per share, and 34,667,052 preferred shares, par value US$0.01 per share, all of which are designated Series A Preferred Shares : 90,000,000 ordinary shares of US$0.01 each and 34,667,052 Series A Preferred Shares of US$0.01 each

Authorised share capital

Issued shares

Owners of the Sale Shares : VENDOR -----Zhengrong Shi Million Power Finance Ltd. Financiere Natexis Singapore 3 Pte, Ltd. Shouqi Wang Ching Fong Xianfeng Yin Kok Fai Wong Yingchih Chen Tiptop Bright Limited Goldman Sachs (Asia) Finance DragonTech Energy Investment Limited Actis China Investment Holdings No. 4 Ltd. Financiere Natexis Singapore 3 Pte, Ltd. Bestmanage Consultants Ltd. Prax Capital Fund 1, LP Financiere 1 Ltd. Financiere 2 Ltd. TYPE OF SHARES -------------ordinary ordinary ordinary ordinary ordinary ordinary ordinary ordinary ordinary Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred NO. OF SHAR ----------67,500,00 14,303,87 1,733,32 866,66 841,61 654,58 177,67 105,20 3,817,06 10,790,12 5,460,06 5,416,72 2,600,06 4,333,38 3,900,04 1,600,00 566,66 124,667,05

1-A-1

Directors

: Shi Zhengrong; Zhang Weiguo; Wang Yichuan; Ji Jingjia; Zhang Wei; Jason E. Maynard; Roman Jun Shaw : Investment holding

Principal activity

SUNTECH POWER HOLDINGS CO., LTD. in the presence of:

) By: ) ----------------------------------

Title:

SCHEDULE 1 PART A PARTICULARS OF THE BVI COMPANY
Name Company number Place of incorporation Date of incorporation Registered office : Power Solar System Co., Ltd. : 637152 : British Virgin Islands : January 11, 2005 : Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands : 465,332,948 ordinary shares, par value US$0.01 per share, and 34,667,052 preferred shares, par value US$0.01 per share, all of which are designated Series A Preferred Shares : 90,000,000 ordinary shares of US$0.01 each and 34,667,052 Series A Preferred Shares of US$0.01 each

Authorised share capital

Issued shares

Owners of the Sale Shares : VENDOR -----Zhengrong Shi Million Power Finance Ltd. Financiere Natexis Singapore 3 Pte, Ltd. Shouqi Wang Ching Fong Xianfeng Yin Kok Fai Wong Yingchih Chen Tiptop Bright Limited Goldman Sachs (Asia) Finance DragonTech Energy Investment Limited Actis China Investment Holdings No. 4 Ltd. Financiere Natexis Singapore 3 Pte, Ltd. Bestmanage Consultants Ltd. Prax Capital Fund 1, LP Financiere 1 Ltd. Financiere 2 Ltd. TYPE OF SHARES -------------ordinary ordinary ordinary ordinary ordinary ordinary ordinary ordinary ordinary Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred NO. OF SHAR ----------67,500,00 14,303,87 1,733,32 866,66 841,61 654,58 177,67 105,20 3,817,06 10,790,12 5,460,06 5,416,72 2,600,06 4,333,38 3,900,04 1,600,00 566,66 124,667,05

1-A-1

Directors

: Shi Zhengrong; Zhang Weiguo; Wang Yichuan; Ji Jingjia; Zhang Wei; Jason E. Maynard; Roman Jun Shaw : Investment holding

Principal activity

1-A-2

PART B

SCHEDULE 1 PART A PARTICULARS OF THE BVI COMPANY
Name Company number Place of incorporation Date of incorporation Registered office : Power Solar System Co., Ltd. : 637152 : British Virgin Islands : January 11, 2005 : Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands : 465,332,948 ordinary shares, par value US$0.01 per share, and 34,667,052 preferred shares, par value US$0.01 per share, all of which are designated Series A Preferred Shares : 90,000,000 ordinary shares of US$0.01 each and 34,667,052 Series A Preferred Shares of US$0.01 each

Authorised share capital

Issued shares

Owners of the Sale Shares : VENDOR -----Zhengrong Shi Million Power Finance Ltd. Financiere Natexis Singapore 3 Pte, Ltd. Shouqi Wang Ching Fong Xianfeng Yin Kok Fai Wong Yingchih Chen Tiptop Bright Limited Goldman Sachs (Asia) Finance DragonTech Energy Investment Limited Actis China Investment Holdings No. 4 Ltd. Financiere Natexis Singapore 3 Pte, Ltd. Bestmanage Consultants Ltd. Prax Capital Fund 1, LP Financiere 1 Ltd. Financiere 2 Ltd. TYPE OF SHARES -------------ordinary ordinary ordinary ordinary ordinary ordinary ordinary ordinary ordinary Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred Series A Preferred NO. OF SHAR ----------67,500,00 14,303,87 1,733,32 866,66 841,61 654,58 177,67 105,20 3,817,06 10,790,12 5,460,06 5,416,72 2,600,06 4,333,38 3,900,04 1,600,00 566,66 124,667,05

1-A-1

Directors

: Shi Zhengrong; Zhang Weiguo; Wang Yichuan; Ji Jingjia; Zhang Wei; Jason E. Maynard; Roman Jun Shaw : Investment holding

Principal activity

1-A-2

PART B
No. of Consideration Shares in Series A Preferred Shares to be issued and alloted by the Purchaser --------------------

Record Owner ------------

No. of Consideration Shares in Ordinary Shares to be issued and alloted by the Purchaser --------------------

Directors

: Shi Zhengrong; Zhang Weiguo; Wang Yichuan; Ji Jingjia; Zhang Wei; Jason E. Maynard; Roman Jun Shaw : Investment holding

Principal activity

1-A-2

PART B
No. of Consideration Shares in Series A Preferred Shares to be issued and alloted by the Purchaser --------------------

Record Owner -----------1. D&M Technologies Limited 2. Million Power Finance Ltd. 3. Financiere Natexis Singapore 3 Pte, Ltd. 4. Shouqi Wang 5. Ching Fong 6. Xianfeng Yin 7. Kok Fai Wong 8. Yingchih Chen 9. Tiptop Bright Limited 10. Goldman Sachs (Asia) Finance 11. DragonTech Energy Investment Limited 12. Actis China Investment Holdings No.4 Ltd. 13. Bestmanage Consultants Ltd. 14. Prax Capital Fund 1, LP 15. Financiere 1 Ltd. 16. Financiere 2 Ltd. ORDINARY SHARES TOTAL: SERIES A PREFERRED SHARES TOTAL: TOTAL

No. of Consideration Shares in Ordinary Shares to be issued and alloted by the Purchaser -------------------67,499,999 14,303,870 1,733,328 866,664 841,614 654,588 177,674 105,201 3,817,061

2,600,060

10,790,120 5,460,061 5,416,727 4,333,381 3,900,043 1,600,000 566,660 89,999,999 34,667,052 124,667,051 ===========

1-B-1

SCHEDULE 2 PART A THE VENDOR WARRANTIES 1. Each of the Vendors is solvent, has full power and authority, and has obtained all necessary consents and approvals, to enter and deliver this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken. 2. When executed and delivered by the Vendors, this Agreement will constitute a valid and legally binding obligation of each Vendor, enforceable in accordance with its terms. 3. The execution, delivery and performance of this Agreement by the Vendors does not and shall not:

PART B
No. of Consideration Shares in Series A Preferred Shares to be issued and alloted by the Purchaser --------------------

Record Owner -----------1. D&M Technologies Limited 2. Million Power Finance Ltd. 3. Financiere Natexis Singapore 3 Pte, Ltd. 4. Shouqi Wang 5. Ching Fong 6. Xianfeng Yin 7. Kok Fai Wong 8. Yingchih Chen 9. Tiptop Bright Limited 10. Goldman Sachs (Asia) Finance 11. DragonTech Energy Investment Limited 12. Actis China Investment Holdings No.4 Ltd. 13. Bestmanage Consultants Ltd. 14. Prax Capital Fund 1, LP 15. Financiere 1 Ltd. 16. Financiere 2 Ltd. ORDINARY SHARES TOTAL: SERIES A PREFERRED SHARES TOTAL: TOTAL

No. of Consideration Shares in Ordinary Shares to be issued and alloted by the Purchaser -------------------67,499,999 14,303,870 1,733,328 866,664 841,614 654,588 177,674 105,201 3,817,061

2,600,060

10,790,120 5,460,061 5,416,727 4,333,381 3,900,043 1,600,000 566,660 89,999,999 34,667,052 124,667,051 ===========

1-B-1

SCHEDULE 2 PART A THE VENDOR WARRANTIES 1. Each of the Vendors is solvent, has full power and authority, and has obtained all necessary consents and approvals, to enter and deliver this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken. 2. When executed and delivered by the Vendors, this Agreement will constitute a valid and legally binding obligation of each Vendor, enforceable in accordance with its terms. 3. The execution, delivery and performance of this Agreement by the Vendors does not and shall not: (a) violate in any respect the laws and documents incorporating and constituting each of the Vendors; (b) result in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any agreement or other undertaking to which any Vendor is a party or which is binding upon it or any of its assets; or (c) violate any agreement or other undertaking to which each of the Vendors is a party or which is binding upon it or any of its assets.

SCHEDULE 2 PART A THE VENDOR WARRANTIES 1. Each of the Vendors is solvent, has full power and authority, and has obtained all necessary consents and approvals, to enter and deliver this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken. 2. When executed and delivered by the Vendors, this Agreement will constitute a valid and legally binding obligation of each Vendor, enforceable in accordance with its terms. 3. The execution, delivery and performance of this Agreement by the Vendors does not and shall not: (a) violate in any respect the laws and documents incorporating and constituting each of the Vendors; (b) result in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any agreement or other undertaking to which any Vendor is a party or which is binding upon it or any of its assets; or (c) violate any agreement or other undertaking to which each of the Vendors is a party or which is binding upon it or any of its assets. 4. Excluding any restrictions described in the charter documents of the BVI Company, the Share Purchase Agreement, dated 29 April 2005 and amended on 10 May 2005 (the "Share Purchase Agreement"), by and among the BVI Company, each of the Company Warrantors as therein defined, each of the Investors as defined therein and Dr. Shi, and any restrictions under the Right of First Refusal and Co-Sale Agreement, dated 29 April 2005 (the "RFR Agreement"), by and among Power Solar, Dr. Shi, Million Power Finance Ltd. and each of the Investors as defined therein, or the provisions in respect of the redemption of the Series A Preferred Shares of the BVI Company contained in that Company's Memorandum and Articles of Association, (i) there are no statutory or contractual restrictions on the Vendor's ability to transfer its Sale Shares pursuant to this Agreement, (ii) there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance on, over or affecting any of such Sale Shares and there is no agreement or commitment to give or create any of the foregoing; and (iii) each of the Vendors is a registered, and valid legal and beneficial owner of the Sale Shares. 2-A-1

PART B THE COMPANY WARRANTIES 1. Each member of the Company Group (to the extent applicable) is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each member of the Company Group has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts business and the failure to so qualify would have a material adverse effect on its financial condition, business or properties. 2. Each member of the Company Group is solvent, has full power and authority, and has obtained all necessary consents and approvals, to enter and deliver this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement, the Assumption

PART B THE COMPANY WARRANTIES 1. Each member of the Company Group (to the extent applicable) is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each member of the Company Group has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts business and the failure to so qualify would have a material adverse effect on its financial condition, business or properties. 2. Each member of the Company Group is solvent, has full power and authority, and has obtained all necessary consents and approvals, to enter and deliver this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken. 3. When executed and delivered by each member of the Company Group, this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement will constitute a valid and legally binding obligation of each member of the Company Group, enforceable in accordance with its terms. 4. The execution, delivery and performance of this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement by each member of the Company Group does not: (a) violate in any respect the laws and documents incorporating and constituting each member of the Company Group; (b) result in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any agreement or other undertaking to which any member of the Company Group is a party or which is binding upon it or any of its assets; or (c) violate any agreement or other undertaking to which any of the Company Group is a party or which is binding upon it or any of its assets. 5. The authorized capital of the Purchaser is and as of the Completion will be US$5,000,000. The authorized capital of the Purchaser consists, or will consist, immediately prior to the Completion of: (a) ORDINARY SHARES. (i) 465,332,948 Ordinary Shares, par value US$0.01 per share (the "ORDINARY SHARES"), of which only one is issued and outstanding, and 34,667,052 are reserved for issuance upon conversion of the Series A Preferred Shares. (b) PREFERRED SHARES. 34,667,052 Preferred Shares, all of which have been designated Series A Preferred Shares, par value US$0.01 per share (the "SERIES A PREFERRED SHARES") and none of which are issued and outstanding. (c) As of the Completion, the issued and outstanding share capital of the Purchaser will be as set forth on Schedule 1, Part B of this Agreement, which lists the name of each holder and the number of shares to be held by such holder (as to D&M, the number of Ordinary Shares held is 2-B-1

67,500,000). (d) Upon issuance at the Completion, the Consideration Shares will be duly and validly issued, fully paid, and non-assessable, and will be free of restrictions on transfer other than such restrictions on transfer as may be

67,500,000). (d) Upon issuance at the Completion, the Consideration Shares will be duly and validly issued, fully paid, and non-assessable, and will be free of restrictions on transfer other than such restrictions on transfer as may be imposed by the RFR Agreement (as amended by the Assumption Agreement). The Ordinary Shares issuable upon conversion of the Series A Preferred Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended and Restated Memorandum and Articles of Association attached hereto as Schedule 5, will be duly and validly issued, fully paid, and non-assessable and will be free of restrictions on transfer other than such restrictions on transfer as may be imposed by the RFR Agreement. (e) As of the Completion, except as provided in this Agreement, the RFR Agreement and any other document or agreement contemplated by this Agreement, including the rights and privileges of the Series A Preferred Shares set forth in the Amended and Restated Memorandum and Articles of Association attached hereto as Schedule 5: (i) there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or shareholders agreements or agreements of any kind for the purchase or acquisition from the Purchaser of any of its securities; (ii) the Purchaser is not subject to any obligation (contingent or otherwise) to purchase or otherwise acquire or retire any equity interest held by its shareholders or to purchase or otherwise acquire or retire any of its other outstanding securities; (iii) there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance on, over or affecting any of the Consideration Shares and there is no agreement or commitment to give or create any of the foregoing. 6. There are no statutory or contractual restrictions on the Purchaser's ability to issue the Consideration Shares pursuant to this Agreement, the Assumption Agreement and any other document or agreement contemplated by this Agreement. 7. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or other third party on the part of any member of the Company Group will be required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which has not already been secured or effected or will be secured or effected prior to the Completion. 8. No action, suit, proceeding, claim, arbitration or investigation has been threatened or instituted against any of the Company Group seeking to enjoin, challenge the validity of, or assert any liability against any of them, on account of any transaction contemplated by this Agreement. 9. Dr. Shi is the legal and beneficial owner of all the equity capital of D&M, and prior to a Qualified IPO (as defined in the RFR Agreement, as amended by the Assumption Agreement) or such time as D&M no longer holds any interest in the Purchaser, Dr. Shi will remain the legal and beneficial owner of all the equity capital of D&M. 10. The Purchaser is a special purpose vehicle and has no business activities other than (i) the acquisition and holding of the Sale Shares and (ii) such matters as are necessary in the furtherance of an initial public offering of the Purchaser. Except for this Agreement, the Assumption Agreement, the RFR Agreement and the Registered Office Agreement with 2-B-2

M&C Corporate Services Limited, the Purchaser has no outstanding liabilities and is not party to any other contract, agreement or undertaking. 11. Except for such agreements as are to be assigned to Purchaser pursuant to the Assumption Agreement and

M&C Corporate Services Limited, the Purchaser has no outstanding liabilities and is not party to any other contract, agreement or undertaking. 11. Except for such agreements as are to be assigned to Purchaser pursuant to the Assumption Agreement and the BVI Plan, BVI Company has no outstanding liabilities and is not a party to any other contract, agreement or undertaking. 12. The Company Group has provided the Vendors with all information that the Company believes is materially necessary to enable the Vendors to decide whether to enter into the transactions contemplated hereunder. None of this Agreement or any other statements or certificates or other materials made or delivered, or to be made or delivered to any of the Vendors in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading. 2-B-3

SCHEDULE 3 FORM OF THE SOLE SHAREHOLDER'S RESOLUTIONS OF SUNTECH POWER HOLDINGS CO., LTD. UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF SUNTECH POWER HOLDINGS CO., LTD. (THE "COMPANY") We, being the sole shareholder of the Company entitled to receive notices of and attend and vote at general meetings of the Company, DO HEREBY ADOPT the following resolutions with immediate effect : RESOLVED, AS A SPECIAL RESOLUTION, THAT: 1. ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION. The existing Memorandum and Articles of Association of the Company be and are hereby replaced in their entirety with an Amended and Restated Memorandum and Articles of Association, attached hereto as Exhibit A. The Amended and Restated Memorandum and Articles of Association shall be duly filed with and registered by the Registrar of Companies of the Cayman Islands within five (5) days after the Completion (as defined in the Sale and Purchase Agreement). RESOLVED, AS ORDINARY RESOLUTIONS, THAT: 2. REDESIGNATION OF SHARE CAPITAL The authorised capital of the Company be redesignated: a. from US$5,000,000 divided into 500,000,000 shares of a nominal or par value of US$0.01 each, to US$5,000,000 divided into 465,332,948 Ordinary Shares of a nominal or par value of US$0.01 each and 34,667,052 Series A Preferred Shares of a nominal or par value of US$0.01 each, and b. that the one issued share of the Company be and is hereby redesignated as an Ordinary Share. 3. SALE AND PURCHASE AGREEMENT The sale and purchase agreement (the "SALE AND PURCHASE AGREEMENT"), attached hereto as Exhibit B, to be entered into between Zhengrong Shi, Million Power Finance Ltd., Financiere Natexis Singapore 3 Pte, Ltd., Shouqi Wang, Ching Fong, Xianfeng Yin, Kok Fai Wong, Yingchih Chen, Tiptop Bright Limited, Goldman Sachs (Asia) Finance, DragonTech Energy Investment Limited, Actis China Investment Holdings No. 4 Ltd.,

SCHEDULE 3 FORM OF THE SOLE SHAREHOLDER'S RESOLUTIONS OF SUNTECH POWER HOLDINGS CO., LTD. UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF SUNTECH POWER HOLDINGS CO., LTD. (THE "COMPANY") We, being the sole shareholder of the Company entitled to receive notices of and attend and vote at general meetings of the Company, DO HEREBY ADOPT the following resolutions with immediate effect : RESOLVED, AS A SPECIAL RESOLUTION, THAT: 1. ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION. The existing Memorandum and Articles of Association of the Company be and are hereby replaced in their entirety with an Amended and Restated Memorandum and Articles of Association, attached hereto as Exhibit A. The Amended and Restated Memorandum and Articles of Association shall be duly filed with and registered by the Registrar of Companies of the Cayman Islands within five (5) days after the Completion (as defined in the Sale and Purchase Agreement). RESOLVED, AS ORDINARY RESOLUTIONS, THAT: 2. REDESIGNATION OF SHARE CAPITAL The authorised capital of the Company be redesignated: a. from US$5,000,000 divided into 500,000,000 shares of a nominal or par value of US$0.01 each, to US$5,000,000 divided into 465,332,948 Ordinary Shares of a nominal or par value of US$0.01 each and 34,667,052 Series A Preferred Shares of a nominal or par value of US$0.01 each, and b. that the one issued share of the Company be and is hereby redesignated as an Ordinary Share. 3. SALE AND PURCHASE AGREEMENT The sale and purchase agreement (the "SALE AND PURCHASE AGREEMENT"), attached hereto as Exhibit B, to be entered into between Zhengrong Shi, Million Power Finance Ltd., Financiere Natexis Singapore 3 Pte, Ltd., Shouqi Wang, Ching Fong, Xianfeng Yin, Kok Fai Wong, Yingchih Chen, Tiptop Bright Limited, Goldman Sachs (Asia) Finance, DragonTech Energy Investment Limited, Actis China Investment Holdings No. 4 Ltd., Bestmanage Consultants Ltd., Prax Capital Fund 1, LP, Financiere 1 Ltd. and Financiere 2 Ltd. as vendors (the "VENDORS"), D&M Technologies Limited as Zhengrong Shi's nominee, and the Company as purchaser, relating to the purchase by the Company of the entire issued share capital in Power Solar System Co., Ltd. (the "SALE SHARES"), be and is hereby approved. 4. CONSIDERATION 3-1

In consideration of the sale by the Vendors of the Sale Shares, the Directors are hereby authorised to allot and issue as fully paid, validly issued and nonassessable, an aggregate of (i) 89,999,999 ordinary shares with a value of US$0.01 each and (ii) 34,667,052 Series A Preferred Shares in the capital of the Company (the "CONSIDERATION SHARES") to the Vendors (or their respective nominees) in the proportions as set out in Part B of Schedule 1 of the Sale and Purchase Agreement.

In consideration of the sale by the Vendors of the Sale Shares, the Directors are hereby authorised to allot and issue as fully paid, validly issued and nonassessable, an aggregate of (i) 89,999,999 ordinary shares with a value of US$0.01 each and (ii) 34,667,052 Series A Preferred Shares in the capital of the Company (the "CONSIDERATION SHARES") to the Vendors (or their respective nominees) in the proportions as set out in Part B of Schedule 1 of the Sale and Purchase Agreement. DATE: ______ of August 2005 D&M TECHNOLOGIES LIMITED 3-2

SCHEDULE 4 FORM OF BOARD RESOLUTIONS OF SUNTECH POWER HOLDINGS CO., LTD. UNANIMOUS WRITTEN BOARD RESOLUTIONS OF SUNTECH POWER HOLDINGS CO., LTD. (THE "COMPANY") 1 DISCLOSURE OF INTERESTS It is noted that the directors declared their interests in the matters referred to herein that would require disclosure in accordance with the articles of association of the Company. 2. SALE AND PURCHASE AGREEMENT 2.1 It was noted that it was proposed that the Company should acquire the entire issued share capital (the "SALE SHARES") in Power Solar System Co., Ltd. subject to the terms and conditions of the Sale and Purchase Agreement entered into between Zhengrong Shi, Million Power Finance Ltd., Financiere Natexis Singapore 3 Pte, Ltd., Shouqi Wang, Ching Fong, Xianfeng Yin, Kok Fai Wong, Yingchih Chen, Tiptop Bright Limited, Goldman Sachs (Asia) Finance, DragonTech Energy Investment Limited, Actis China Investment Holdings No.4 Ltd., Bestmanage Consultants Ltd. and Prax Capital Fund 1, LP, Financiere 1 Ltd. and Financiere 2 Ltd. as vendors (the "VENDORS"), D&M Technologies Limited as Zhengrong Shi's nominee, and the Company as purchaser, relating to the purchase by the Company of the entire issued share capital in Power Solar System Co., Ltd. (the "SALE SHARES") (the "SALE AND PURCHASE AGREEMENT") 2.2 It was noted that as part of the Sale and Purchase Agreement, the following share transfers would be done: (a) a share transfer ("TRANSFER 1") in respect of 67,500,000 ordinary shares of Power Solar System Co., Ltd. from Zhengrong Shi as the transferor to the Company as the transferee; (c) a share transfer ("TRANSFER 2") in respect of 14,303,870 ordinary shares of Power Solar System Co., Ltd. from Million Power Finance Ltd. as the transferor to the Company as the transferee; (d) a share transfer ("TRANSFER 3") in respect of 1,733,328 ordinary shares of Power Solar System Co., Ltd. from Financiere Natexis Singapore 3 Pte, Ltd. as the transferor to the Company as the transferee; (e) a share transfer ("TRANSFER 4") in respect of 866,664 ordinary shares of Power Solar System Co., Ltd. from Shouqi Wang as the transferor to the Company as the transferee; (f) a share transfer ("TRANSFER 5") in respect of 841,614 ordinary shares of Power Solar System Co., Ltd. from Ching Fong as the transferor to the Company as the transferee; (g) a share transfer ("TRANSFER 6") in respect of 654,588 ordinary shares of Power Solar System Co., Ltd.

SCHEDULE 4 FORM OF BOARD RESOLUTIONS OF SUNTECH POWER HOLDINGS CO., LTD. UNANIMOUS WRITTEN BOARD RESOLUTIONS OF SUNTECH POWER HOLDINGS CO., LTD. (THE "COMPANY") 1 DISCLOSURE OF INTERESTS It is noted that the directors declared their interests in the matters referred to herein that would require disclosure in accordance with the articles of association of the Company. 2. SALE AND PURCHASE AGREEMENT 2.1 It was noted that it was proposed that the Company should acquire the entire issued share capital (the "SALE SHARES") in Power Solar System Co., Ltd. subject to the terms and conditions of the Sale and Purchase Agreement entered into between Zhengrong Shi, Million Power Finance Ltd., Financiere Natexis Singapore 3 Pte, Ltd., Shouqi Wang, Ching Fong, Xianfeng Yin, Kok Fai Wong, Yingchih Chen, Tiptop Bright Limited, Goldman Sachs (Asia) Finance, DragonTech Energy Investment Limited, Actis China Investment Holdings No.4 Ltd., Bestmanage Consultants Ltd. and Prax Capital Fund 1, LP, Financiere 1 Ltd. and Financiere 2 Ltd. as vendors (the "VENDORS"), D&M Technologies Limited as Zhengrong Shi's nominee, and the Company as purchaser, relating to the purchase by the Company of the entire issued share capital in Power Solar System Co., Ltd. (the "SALE SHARES") (the "SALE AND PURCHASE AGREEMENT") 2.2 It was noted that as part of the Sale and Purchase Agreement, the following share transfers would be done: (a) a share transfer ("TRANSFER 1") in respect of 67,500,000 ordinary shares of Power Solar System Co., Ltd. from Zhengrong Shi as the transferor to the Company as the transferee; (c) a share transfer ("TRANSFER 2") in respect of 14,303,870 ordinary shares of Power Solar System Co., Ltd. from Million Power Finance Ltd. as the transferor to the Company as the transferee; (d) a share transfer ("TRANSFER 3") in respect of 1,733,328 ordinary shares of Power Solar System Co., Ltd. from Financiere Natexis Singapore 3 Pte, Ltd. as the transferor to the Company as the transferee; (e) a share transfer ("TRANSFER 4") in respect of 866,664 ordinary shares of Power Solar System Co., Ltd. from Shouqi Wang as the transferor to the Company as the transferee; (f) a share transfer ("TRANSFER 5") in respect of 841,614 ordinary shares of Power Solar System Co., Ltd. from Ching Fong as the transferor to the Company as the transferee; (g) a share transfer ("TRANSFER 6") in respect of 654,588 ordinary shares of Power Solar System Co., Ltd. from Xianfeng Yin as the transferor to the Company as the transferee; 4-1

(h) a share transfer ("TRANSFER 7") in respect of 177,674 ordinary shares of Power Solar System Co., Ltd. from Kok Fai Wong as the transferor to the Company as the transferee; (i) a share transfer ("TRANSFER 8") in respect of 105,201 ordinary shares of Power Solar System Co., Ltd. from Yingchih Chen as the transferor to the Company as the transferee; (j) a share transfer ("TRANSFER 9") in respect of 3,817,061 ordinary shares of Power Solar System Co., Ltd. from Tiptop Bright Limited as the transferor to the Company as the transferee;

(h) a share transfer ("TRANSFER 7") in respect of 177,674 ordinary shares of Power Solar System Co., Ltd. from Kok Fai Wong as the transferor to the Company as the transferee; (i) a share transfer ("TRANSFER 8") in respect of 105,201 ordinary shares of Power Solar System Co., Ltd. from Yingchih Chen as the transferor to the Company as the transferee; (j) a share transfer ("TRANSFER 9") in respect of 3,817,061 ordinary shares of Power Solar System Co., Ltd. from Tiptop Bright Limited as the transferor to the Company as the transferee; (k) a share transfer ("TRANSFER 10") in respect of 10,790,120 Series A Preferred Shares of Power Solar System Co., Ltd. from Goldman Sachs (Asia) Finance as the transferor to the Company as the transferee; (l) a share transfer ("TRANSFER 11") in respect of 5,460,061 Series A Preferred Shares of Power Solar System Co., Ltd. from DragonTech Energy Investment Limited as the transferor to the Company as the transferee; (m) a share transfer ("TRANSFER 12") in respect of 5,416,727 Series A Preferred Shares of Power Solar System Co., Ltd. from Actis China Investment Holdings No.4 Ltd. as the transferor to the Company as the transferee; (n) a share transfer ("TRANSFER 13") in respect of 2,600,060 Series A Preferred Shares of Power Solar System Co., Ltd. from Financiere Natexis Singapore 3 Pte, Ltd. as the transferor to the Company as the transferee; (o) a share transfer ("TRANSFER 14") in respect of 4,333,381 Series A Preferred Shares of Power Solar System Co., Ltd. from Bestmanage Consultants Ltd. as the transferor to the Company as the transferee; (p) a share transfer ("TRANSFER 15") in respect of 3,900,043 Series A Preferred Shares of Power Solar System Co., Ltd. from Prax Capital Fund 1, LP as the transferor to the Company as the transferee; (q) a share transfer ("TRANSFER 16") in respect of 1,600,000 Series A Preferred Shares of Power Solar System Co., Ltd. from Financiere 1 Ltd. as the transferor to the Company as the transferee; (r) a share transfer ("TRANSFER 17") in respect of 566,660 Series A Preferred Shares of Power Solar System Co., Ltd. from Financiere 2 Ltd. as the transferor to the Company as the transferee; 2.3 It was noted that, pursuant to the Sale and Purchase Agreement, the Vendors have each undertaken to the Company that they shall deliver to the Company as soon as reasonably practicable following the Completion (as defined therein) and in any event not later than fifteen days after the Completion, the share certificates in respect of all the shares owned by them, respectively, in the share capital of Power Solar System Co., Ltd. and which are the subject of the Sale and Purchase Agreement. 2.4 It was noted that, pursuant to the Sale and Purchase Agreement, the Company has undertaken to each Vendor to deliver original share certificates for the Consideration Shares issued by the Company in such share amounts and to such persons/entities as set 4-2

forth on Schedule 1, Part B of the Sale and Purchase Agreement, as soon as reasonably practicable following the Completion (as defined therein) and in any event not later than fifteen days after the Completion (as defined therein). 2.5 It was noted that written resolutions (the "WRITTEN RESOLUTIONS") of the sole shareholder of the Company had previously been passed approving, among other matters, the adoption of the Amended and Restated Memorandum and Articles of Association and the Sale and Purchase Agreement.

forth on Schedule 1, Part B of the Sale and Purchase Agreement, as soon as reasonably practicable following the Completion (as defined therein) and in any event not later than fifteen days after the Completion (as defined therein). 2.5 It was noted that written resolutions (the "WRITTEN RESOLUTIONS") of the sole shareholder of the Company had previously been passed approving, among other matters, the adoption of the Amended and Restated Memorandum and Articles of Association and the Sale and Purchase Agreement. 3. AGREEMENT FOR THE TRANSFER AND ASSUMPTION OF OBLIGATIONS It is also noted that the Company and all parties to the share purchase agreement and the right of first refusal and co-sale agreement ("SHARE PURCHASE AGREEMENT AND RFR AGREEMENT") both dated 29 April 2005 proposed to enter into an agreement for the transfer and assumption of obligations ("AGREEMENT FOR THE TRANSFER AND ASSUMPTION OF OBLIGATIONS"), pursuant to which, (a) Power Solar System Co., Ltd. will assign all of its rights and obligations under the above Share Purchase Agreement and RFR Agreement to the Company, and (b) D&M Technologies Limited will be added as a party to the Share Purchase Agreement and RFR Agreement and references to the "Founder" therein shall refer to Mr. Shi Zhengrong and D&M Technologies Limited, jointly and severally, with the consent of all the other parties thereto. It is noted that the draft Agreement for the Transfer and Assumption of Obligations has been reviewed by the directors and the terms thereof fully discussed. 4 RESOLUTIONS RESOLVED THAT: (a) the acquisition of the Sale Shares would be in the best interests and commercial benefit of the Company and such acquisition be and the same is hereby approved; (b) the form and substance of the Sale and Purchase Agreement, attached hereto as Exhibit A, be and is hereby approved; (c) any one Director of the Company (a "DIRECTOR") be and is hereby authorised to sign for and on behalf of the Company the Sale and Purchase Agreement and the share transfer forms (if necessary) for the Transfers 1 through 14; (d) any one Director be and is hereby authorised to sign any further documents incidental or ancillary to or in connection with each of the documents referred to above, and such further documents as he considers necessary, desirable or incidental to transactions contemplated by the Sale and Purchase Agreement; (e) any Director be and is hereby authorised to allot and the Company issue as fully paid, validly issued and nonassessable, an aggregate of 89,999,999 ordinary shares of US$0.01 each and 34,667,052 Series A Preferred Shares of US$0.01 each in the capital of the Company (the "CONSIDERATION SHARES") to the Vendors (and their respective nominees) in such proportions as set out in Part B of Schedule 1 of the Sale and Purchase Agreement and the allottees be entered in the Company's register of members as the holders of the said Consideration Shares; (f) any one Director or officer of the Company be and is hereby authorised to issue share certificates evidencing the issue and allotment of the Consideration Shares as disclosed above; 4-3

(g) the form and substance of the Agreement for the Transfer and Assumption of Obligations, attached hereto as Exhibit B, be and is hereby approved; (h) any one Director be and is hereby authorised to sign for and on behalf of the Company the Agreement for the Transfer and Assumption of Obligations;

(g) the form and substance of the Agreement for the Transfer and Assumption of Obligations, attached hereto as Exhibit B, be and is hereby approved; (h) any one Director be and is hereby authorised to sign for and on behalf of the Company the Agreement for the Transfer and Assumption of Obligations; (i) any one Director be and is hereby authorised to sign any further documents incidental or ancillary to or in connection with each of the documents referred to above, and such further documents as he considers necessary, desirable or incidental to transactions contemplated by the Agreement for the Transfer and Assumption of Obligations; (j) It is noted that pursuant to the Agreement for the Transfer and Assumption of Obligations, the board of directors of the Company shall be the same as the board of directors of Power Solar System Co., Ltd. It is further noted that pursuant to the Amended and Restated Memorandum and Articles of Association described in clause 2.5 above, currently the holders of Series A Preferred Shares have the exclusive right to vote for the appointment of 2 members to the Company's board of directors and the holders of Ordinary Shares have the exclusive right to vote for the appointment of 5 members to the Company's board of directors. It is also noted that (a) Goldman Sachs (Asia) Finance ("Goldman") and DragonTech Energy Investment Limited ("DragonTech") have nominated Mr. Jason E. Maynard and Mr. Roman Jun Shaw to represent Goldman Sachs and DragonTech, respectively, and requested that such nominees be elected to the Company's board of directors and (ii) the holders of Ordinary Shares have nominated Mr. Zhang Weiguo, Mr. Ji Jingjia, Ms. Zhang Wei, and Mr. Wang Yichuan, and requested that such nominees be elected to the Company's board of directors. It is further noted that Mr. Zhang Weiguo, Mr. Ji Jingjia, Ms. Zhang Wei, and Mr. Wang Yichuan along with Mr. Shi Zhengrong will be designated the "Common Directors" and Mr. Jason E. Maynard and Mr. Roman Jun Shaw will be designated the "Series A Directors." It is resolved that Mr. Zhang Weiguo, Mr. Ji Jingjia, Ms. Zhang Wei, Mr. Wang Yichuan, Mr. Jason E. Maynard and Mr. Roman Jun Shaw are appointed as directors of the Company with immediate effect. (k) any one Director be and is hereby authorised to approve any amendments to each of the documents referred to in this paragraph 4, such approval being conclusively evidenced by his signature on the relevant documents. Name: Zhengrong Shi Title: Director Date: 4-4

SCHEDULE 5 FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD. 5-1

SCHEDULE 6 FORM OF BOARD RESOLUTIONS OF POWER SOLAR SYSTEM CO., LTD. POWER SOLAR SYSTEM CO., LTD. (Incorporated In B.V.I.) WRITTEN RESOLUTIONS OF ALL THE DIRECTORS OF THE COMPANY DATED [___]

SCHEDULE 5 FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNTECH POWER HOLDINGS CO., LTD. 5-1

SCHEDULE 6 FORM OF BOARD RESOLUTIONS OF POWER SOLAR SYSTEM CO., LTD. POWER SOLAR SYSTEM CO., LTD. (Incorporated In B.V.I.) WRITTEN RESOLUTIONS OF ALL THE DIRECTORS OF THE COMPANY DATED [___] AUGUST 2005. We, the undersigned, being all the directors of the Company HEREBY RESOLVE AS FOLLOWS: 1. DISCLOSURE OF INTERESTS It is noted that the directors declared their interests in the matters referred to herein that would require disclosure in accordance with the articles of association of the Company. 2. TRANSACTION DOCUMENTS It is noted that the Company proposed to enter into a sale and purchase agreement (the "SALE AND PURCHASE AGREEMENT"), pursuant to which the vendors of shares of the Company named therein shall transfer their shares in the Company to Suntech Power Holdings Co., Ltd. ("SUNTECH POWER") in exchange for shares in Suntech Power to be issued to them by Suntech Power. It is noted that the draft Sale and Purchase Agreement, attached hereto as Exhibit A, has been reviewed by the directors and the terms thereof fully discussed. It is also noted that Suntech Power and all parties to the share purchase agreement and the right of first refusal and co-sale agreement ("SHARE PURCHASE AGREEMENT AND RFR AGREEMENT") both dated 29 April 2005 proposed to enter into an agreement for the transfer and assumption of obligations ("AGREEMENT FOR THE TRANSFER AND ASSUMPTION OF OBLIGATIONS"), pursuant to which, (a) the Company will assign all of its rights and obligations under the above Share Purchase Agreement and RFR Agreement to Suntech Power, and (b) D&M Technologies Limited will be added as a party to the Share Purchase Agreement and RFR Agreement and references to the "Founder" therein shall refer to Mr. Shi Zhengrong and D&M Technologies Limited, jointly and severally, with the consent of all the other parties thereto. It is noted that the draft Agreement for the Transfer and Assumption of Obligations, attached hereto as Exhibit B, has been reviewed by the directors and the terms thereof fully discussed. The Agreement for the Transfer and Assumption of Obligations and the Sale and Purchase Agreement are herein collectively referred to as the "AGREEMENTS". 3. RESOLUTIONS IT IS UNANIMOUSLY RESOLVED: (i) THAT the Agreements be and are hereby approved. (ii) THAT any Director of the Company be and is hereby authorized to give, make, sign, execute (under hand,

SCHEDULE 6 FORM OF BOARD RESOLUTIONS OF POWER SOLAR SYSTEM CO., LTD. POWER SOLAR SYSTEM CO., LTD. (Incorporated In B.V.I.) WRITTEN RESOLUTIONS OF ALL THE DIRECTORS OF THE COMPANY DATED [___] AUGUST 2005. We, the undersigned, being all the directors of the Company HEREBY RESOLVE AS FOLLOWS: 1. DISCLOSURE OF INTERESTS It is noted that the directors declared their interests in the matters referred to herein that would require disclosure in accordance with the articles of association of the Company. 2. TRANSACTION DOCUMENTS It is noted that the Company proposed to enter into a sale and purchase agreement (the "SALE AND PURCHASE AGREEMENT"), pursuant to which the vendors of shares of the Company named therein shall transfer their shares in the Company to Suntech Power Holdings Co., Ltd. ("SUNTECH POWER") in exchange for shares in Suntech Power to be issued to them by Suntech Power. It is noted that the draft Sale and Purchase Agreement, attached hereto as Exhibit A, has been reviewed by the directors and the terms thereof fully discussed. It is also noted that Suntech Power and all parties to the share purchase agreement and the right of first refusal and co-sale agreement ("SHARE PURCHASE AGREEMENT AND RFR AGREEMENT") both dated 29 April 2005 proposed to enter into an agreement for the transfer and assumption of obligations ("AGREEMENT FOR THE TRANSFER AND ASSUMPTION OF OBLIGATIONS"), pursuant to which, (a) the Company will assign all of its rights and obligations under the above Share Purchase Agreement and RFR Agreement to Suntech Power, and (b) D&M Technologies Limited will be added as a party to the Share Purchase Agreement and RFR Agreement and references to the "Founder" therein shall refer to Mr. Shi Zhengrong and D&M Technologies Limited, jointly and severally, with the consent of all the other parties thereto. It is noted that the draft Agreement for the Transfer and Assumption of Obligations, attached hereto as Exhibit B, has been reviewed by the directors and the terms thereof fully discussed. The Agreement for the Transfer and Assumption of Obligations and the Sale and Purchase Agreement are herein collectively referred to as the "AGREEMENTS". 3. RESOLUTIONS IT IS UNANIMOUSLY RESOLVED: (i) THAT the Agreements be and are hereby approved. (ii) THAT any Director of the Company be and is hereby authorized to give, make, sign, execute (under hand, seal or as a deed) and deliver the Agreements and all such deeds, agreements, letters, notices, certificates, acknowledgements, receipts, authorizations, instructions, releases, waivers, proxies, appointments of agents for service of process and other documents (whether of a like nature or not) ("ANCILLARY DOCUMENTS") as may in the 6-1

sole opinion and absolute discretion of any Director be considered necessary or desirable for the purpose of

sole opinion and absolute discretion of any Director be considered necessary or desirable for the purpose of compliance with any condition precedent or the coming into effect of or otherwise giving effect to, consummating or completing or procuring the performance and completion of all or any of the transactions contemplated by or referred to in any of the Agreements and to do all other such acts and things as might in the sole opinion and absolute discretion of any Director be necessary or desirable for the purposes aforesaid. (iii) THAT the Ancillary Documents be in such form as any Director of the Company shall in his absolute discretion and sole opinion approve, the signature of any such person on any of the Ancillary Documents being due evidence for all purposes of his approval of the terms thereof on behalf of the Company. (iv) THAT the Agreements and Ancillary Documents (where required to be executed as deeds, under seal or as agreements under hand by the Company) be executed by the signature thereon of any Director of the Company or in such other manner as is permitted by the Articles of Association of the Company. (v) THAT all the Agreements and Ancillary Documents be valid, conclusive, binding on and enforceable against the Company when executed and delivered in manner aforesaid. (vi) THAT each of the directors of the Company are hereby authorized and directed to take any and all other actions and to execute any other documents that they deem necessary or appropriate to carry out the intent of the foregoing resolutions, and all prior actions taken in connection therewith are hereby confirmed, ratified and approved. (vii) THAT in accordance with the above resolutions the register of members of the Company be updated and a share certificate or certificates be issued to Suntech Power. 6-2

Dated [__] August 2005 Mr. Zhengrong Shi Mr. Jingjia Ji Mr. Jason E. Maynard Mr. Roman Jun Shaw Mr. Yichuan Wang Ms. Wei Zhang Mr Weiguo Zhang

EXHIBIT 4.6 (1) SUNTECH POWER HOLDINGS CO., LTD. AND

Dated [__] August 2005 Mr. Zhengrong Shi Mr. Jingjia Ji Mr. Jason E. Maynard Mr. Roman Jun Shaw Mr. Yichuan Wang Ms. Wei Zhang Mr Weiguo Zhang

EXHIBIT 4.6 (1) SUNTECH POWER HOLDINGS CO., LTD. AND (2) ZHENGRONG SHI (3) MILLION POWER FINANCE LTD. (4) FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD. (5) POWER SOLAR SYSTEM CO., LTD. (6) POWER SOLAR SYSTEM PTY. LTD. (7) WUXI SUNTECH POWER CO., LTD. (8) EUCKEN CAPITAL LIMITED (9) GOLDMAN SACHS (ASIA) FINANCE (10) DRAGONTECH ENERGY INVESTMENT LIMITED (11) ACTIS CHINA INVESTMENT HOLDINGS NO.4 LTD. (12) BESTMANAGE CONSULTANTS LTD. (13) PRAX CAPITAL FUND 1, LP (14) FINANCIERE 1 LTD. (15) FINANCIERE 2 LTD. (16) SHOUQI WANG (17) CHING FONG (18) XIANFENG YIN (19) KOK FAI WONG (20) YINGCHIH CHEN (21) TIPTOP BRIGHT LIMITED (22) D&M TECHNOLOGIES LIMITED

AGREEMENT FOR THE TRANSFER AND ASSUMPTION OF OBLIGATIONS UNDER THE SHARE PURCHASE AGREEMENT AND THE RIGHT OF FIRST REFUSAL AND CO-SALE

EXHIBIT 4.6 (1) SUNTECH POWER HOLDINGS CO., LTD. AND (2) ZHENGRONG SHI (3) MILLION POWER FINANCE LTD. (4) FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD. (5) POWER SOLAR SYSTEM CO., LTD. (6) POWER SOLAR SYSTEM PTY. LTD. (7) WUXI SUNTECH POWER CO., LTD. (8) EUCKEN CAPITAL LIMITED (9) GOLDMAN SACHS (ASIA) FINANCE (10) DRAGONTECH ENERGY INVESTMENT LIMITED (11) ACTIS CHINA INVESTMENT HOLDINGS NO.4 LTD. (12) BESTMANAGE CONSULTANTS LTD. (13) PRAX CAPITAL FUND 1, LP (14) FINANCIERE 1 LTD. (15) FINANCIERE 2 LTD. (16) SHOUQI WANG (17) CHING FONG (18) XIANFENG YIN (19) KOK FAI WONG (20) YINGCHIH CHEN (21) TIPTOP BRIGHT LIMITED (22) D&M TECHNOLOGIES LIMITED

AGREEMENT FOR THE TRANSFER AND ASSUMPTION OF OBLIGATIONS UNDER THE SHARE PURCHASE AGREEMENT AND THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT DATED AS OF AUGUST 29, 2005

THIS AGREEMENT is made the 29th day of August 2005 AMONG (1) SUNTECH POWER HOLDINGS CO., LTD., a company incorporated in the Cayman Islands whose registered office is situated at c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands ("SUNTECH CAYMAN"); (2) ZHENGRONG SHI of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China ("DR. SHI"); (3) MILLION POWER FINANCE LTD. of Akara Building, 24 De Castro Street; Wickhams Cay I, Road Town, Tortola British Virgin Islands; (4) FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD., c/o Natexis Private Equity Asia Limited, Suite 1208, CITIC Tower, 1 Tim Mei Avenue, Hong Kong ("FINANCIERE

THIS AGREEMENT is made the 29th day of August 2005 AMONG (1) SUNTECH POWER HOLDINGS CO., LTD., a company incorporated in the Cayman Islands whose registered office is situated at c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands ("SUNTECH CAYMAN"); (2) ZHENGRONG SHI of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China ("DR. SHI"); (3) MILLION POWER FINANCE LTD. of Akara Building, 24 De Castro Street; Wickhams Cay I, Road Town, Tortola British Virgin Islands; (4) FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD., c/o Natexis Private Equity Asia Limited, Suite 1208, CITIC Tower, 1 Tim Mei Avenue, Hong Kong ("FINANCIERE SINGAPORE"); (5) POWER SOLAR SYSTEM CO., LTD. of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (6) POWER SOLAR SYSTEM PTY. LTD. of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (7) WUXI SUNTECH POWER CO., LTD. of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (8) EUCKEN CAPITAL LIMITED of 36th Floor, 161 Lujiazui East Road, Pudong, Shanghai, 200120, China; (9) GOLDMAN SACHS (ASIA) FINANCE c/o Goldman Sachs (Asia) L.L.C., 68th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong ("GOLDMAN SACHS"); (10) DRAGONTECH ENERGY INVESTMENT LIMITED of Room 2503, Alexandra House, 18 Chater Road, Central, Hong Kong ("DRAGONTECH"); (11) ACTIS CHINA INVESTMENT HOLDINGS NO. 4 LTD. of 8th Floor, Les Cascades, Edith Cavell Street, Port Louis, Mauritius ("ACTIS"); (12) BESTMANAGE CONSULTANTS LTD. of #5F, No. 420 Fu-Hsin N. Road, Taipei 104, Taiwan ("BESTMANAGE"); (13) PRAX CAPITAL FUND 1, LP of 6A, 2272 Hongqiao Road, Shanghai 200336, China ("PRAX"), (14) FINANCIERE 1 LTD. of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("FINANCIERE 1"),

(15) FINANCIERE 2 LTD. of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("FINANCIERE 2"), (Goldman Sachs, DragonTech, Actis, Financiere Singapore, Bestmanage, Prax, Financiere 1 and Financiere 2 are together known as the "INVESTORS" or individually an "INVESTOR"). (16) SHOUQI WANG of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (17) CHING FONG of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi,

(15) FINANCIERE 2 LTD. of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("FINANCIERE 2"), (Goldman Sachs, DragonTech, Actis, Financiere Singapore, Bestmanage, Prax, Financiere 1 and Financiere 2 are together known as the "INVESTORS" or individually an "INVESTOR"). (16) SHOUQI WANG of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (17) CHING FONG of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, JIANGSU Province 214028, China; (18) XIANFENG YIN of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (19) KOK FAI WONG of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (20) YINGCHIH CHEN of 17-6 Changjiang Nan Road, High-Tech Industry Development District, Wuxi, Jiangsu Province 214028, China; (21) TIPTOP BRIGHT LIMITED of Sea Meadow House, Blackburne Highway, Road Town, Tortola, British Virgin Islands ("TIPTOP"); (22) D&M TECHNOLOGIES LIMITED of Akara Bldg., 24 De Castro Street, Wickhams Cay I, ROAD Town, Tortola, British Virgin Islands, a company that is wholly owned by Dr. Shi ("D&M"). RECITALS WHEREAS, certain of the parties hereto are parties to (i) that certain Share Purchase Agreement and all schedules and exhibits attached thereto, dated 29 April 2005 and amended on 10 May 2005 (the "SHARE PURCHASE AGREEMENT"), by and among Power Solar System Co. Ltd., a company organized and existing under the laws of the British Virgin Islands ("POWER SOLAR"), each of the Company Warrantors as therein defined, each of the Investors (Financiere 1 and Financiere 2 are assignees of part of the rights and obligations of Financiere Singapore as from 22 July 2005), and Dr. Shi, providing for, among other things, the sale and issuance by Power Solar of its Series A Preferred Shares to the Investors, and (ii) that certain Right of First Refusal and Co-Sale Agreement and all schedules and exhibits attached thereto (the "RFR AGREEMENT") dated 29 April 2005, by and among Power Solar, Dr. Shi, Million Power Finance Ltd., a company organized and existing under the laws of the British Virgin Islands, each of the Investors and Dr. Shi, which provides for certain rights and obligations of Power Solar and the Investors with respect to the shares of Power Solar; WHEREAS, in respect of certain Ordinary Shares of Power Solar acquired thereby, Shouqi Wang, Ching Fong, Xianfeng Yin, Kok Fai Wong, Yingchih Chen, Financiere Singapore and Tiptop duly signed documents agreeing to be bound by and act at all times in accordance with all terms and conditions that Million Power Finance Ltd. is subject to pursuant to the RFR Agreement; 2

WHEREAS, as part of the reorganisation (the "REORGANISATION") in preparation for the listing of the shares of Suntech Cayman, on the Nasdaq National Market, Power Solar is to become a wholly owned subsidiary of Suntech Cayman and the shareholders (or their respective nominees) who are shareholders of Power Solar are to become shareholders of Suntech Cayman with the same proportional equity interests as their proportional shareholdings in Power Solar (the "SHARE SWAP"); WHEREAS, Power Solar has determined that it is advisable and in the best interests of its shareholders to assign all of its rights and transfer all of its obligations under (i) the Share Purchase Agreement and any amendments thereto and (ii) the RFR Agreement to Suntech Cayman; and Suntech Cayman has determined that it is advisable

WHEREAS, as part of the reorganisation (the "REORGANISATION") in preparation for the listing of the shares of Suntech Cayman, on the Nasdaq National Market, Power Solar is to become a wholly owned subsidiary of Suntech Cayman and the shareholders (or their respective nominees) who are shareholders of Power Solar are to become shareholders of Suntech Cayman with the same proportional equity interests as their proportional shareholdings in Power Solar (the "SHARE SWAP"); WHEREAS, Power Solar has determined that it is advisable and in the best interests of its shareholders to assign all of its rights and transfer all of its obligations under (i) the Share Purchase Agreement and any amendments thereto and (ii) the RFR Agreement to Suntech Cayman; and Suntech Cayman has determined that it is advisable and in the best interests of its shareholders to accept such assignment and transfer and the other parties to this Agreement consent to such assignment and transfer. AGREEMENT NOW, THEREFORE, in consideration of the mutual consents and undertakings contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Assignment and Assumption. Subject to the condition precedent in Section 2 herein, Power Solar does hereby assign, transfer and convey to Suntech Cayman, and Suntech Cayman does hereby accept and assume, all of Power Solar's rights and obligations, whether accrued as of the date hereof or hereafter arising, under each of (i) the Share Purchase Agreement and (ii) the RFR Agreement, and any claims, entitlements and causes of action of Power Solar related thereto. Subject to the condition precedent in Section 2 herein, the parties hereto hereby consent to such assignment and assumption in the manner set forth above. 2. Condition Precedent. This Agreement shall become effective immediately upon the completion of the Share Swap, the terms of which are set forth on the Sale and Purchase Agreement of equal date hereof, by and among Suntech Cayman and certain other parties thereto; and shall be deemed effective as of the date of completion of the Share Swap (the "EFFECTIVE DATE"). 3. Amendments to the Share Purchase Agreement and the RFR Agreement. (a) The Share Purchase Agreement is amended as follows: (i) Suntech Cayman is added as a party to the Share Purchase Agreement and any amendments thereto, and references to the "Company" in the Share Purchase Agreement (except in relation to the obligations and events which have already been fully performed or occurred prior to the Effective Date and except for the representations and warranties given in Section 3 and 4 of the Share Purchase Agreement; provided, however, that any claim against Power Solar arising prior to the Effective Date may be brought against Power Solar or Suntech Cayman) shall mean Suntech Cayman; 3

(ii) D&M is added as a party to the Share Purchase Agreement and references to the "Founder" in the Share Purchase Agreement (except in relation to the obligations and events which have already been fully performed or occurred prior to the Effective Date and except for the representations and warranties given in Section 3 and 4 of the Share Purchase Agreement; provided, however, that any claim against Power Solar arising prior to the Effective Date may be brought against Power Solar or Suntech Cayman) shall refer to Dr. Shi and D&M, jointly and severally; (iii) except for the representations and warranties given in Section 3 and 4 of the Share Purchase Agreement, all provisions under the Share Purchase Agreement which relate to the "Series A Preferred Shares" to be held by the Investors shall be construed to refer to the Series A Preferred Shares of Suntech Cayman; and (iv) except for the representations and warranties given in Section 3 and 4 of the Share Purchase Agreement, all provisions under the Share Purchase Agreement which relate to "Ordinary Shares" shall refer to the Ordinary Shares of Suntech Cayman.

(ii) D&M is added as a party to the Share Purchase Agreement and references to the "Founder" in the Share Purchase Agreement (except in relation to the obligations and events which have already been fully performed or occurred prior to the Effective Date and except for the representations and warranties given in Section 3 and 4 of the Share Purchase Agreement; provided, however, that any claim against Power Solar arising prior to the Effective Date may be brought against Power Solar or Suntech Cayman) shall refer to Dr. Shi and D&M, jointly and severally; (iii) except for the representations and warranties given in Section 3 and 4 of the Share Purchase Agreement, all provisions under the Share Purchase Agreement which relate to the "Series A Preferred Shares" to be held by the Investors shall be construed to refer to the Series A Preferred Shares of Suntech Cayman; and (iv) except for the representations and warranties given in Section 3 and 4 of the Share Purchase Agreement, all provisions under the Share Purchase Agreement which relate to "Ordinary Shares" shall refer to the Ordinary Shares of Suntech Cayman. (b) The RFR Agreement is amended as follows: (i) Suntech Cayman is added as a party to the RFR Agreement and references to the "Company" in the RFR Agreement (except in relation to the obligations and events which have already been fully performed or occurred prior to the Effective Date, provided, however, that any claim against Power Solar arising prior to the Effective Date may be brought against Power Solar or Suntech Cayman) shall mean Suntech Cayman; (ii) D&M is added as a party to the RFR Agreement and references to the "Founder" in the RFR Agreement (except in relation to the obligations and events which have already been fully performed or occurred prior to the Effective Date, provided, however, that any claim against Power Solar arising prior to the Effective Date may be brought against Power Solar or Suntech Cayman) shall refer to Dr. Shi and D&M, jointly and severally; (iii) Section 2.7 of the RFR Agreement shall be amended and restated as follows: "LIMITATIONS TO RIGHTS OF FIRST REFUSAL AND CO-SALE. Notwithstanding the provisions of this Section 2, the Holders agree to give reasonable consideration to a proposed transfer by the Founder of any Equity Securities held by such Founder, to any spouse, child, or parent of Dr. Shi, or to a custodian, trustee, executor, or other fiduciary for the account of any spouse, child, or parent of Dr. Shi, or to a trust for Dr. Shi himself, or a charitable remainder trust, provided that it shall be 4

a condition for the Holders' review of any such proposed transfer that (i) the Founder shall inform the Holders and the Company of such transfer prior to effecting it, including reasonable detail regarding the identity of the transferee and his or its relationship to Dr. Shi; (ii) each such transferee or assignee, prior to the completion of the sale, transfer, or assignment, shall have executed documents, in form and substance reasonably satisfactory to the Holders, assuming the obligations of the Founder in respect of the Equity Securities Transferred under this Agreement, including but not limited to Section 2.1 hereof, with respect to the transferred securities; and (iii) each transferee shall have executed and delivered to the Founder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all on terms acceptable to the Holders in their discretion, effective immediately after the completion of such transfer, appointing Dr. Shi as the transferee's attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the transferee, any and all Equity Securities of the Company owned by such transferee with respect to any Company related matters, and acknowledging that the transferee shall not exercise any voting rights with respect thereto. For the avoidance of doubt, the Holders shall retain the right to approve in their discretion, pursuant to Section 2.1 hereof, any proposed transfer described above."; (iv) all provisions under the RFR Agreement which relate to the "Series A Preferred Shares" to be held by the Investors (or its successors and assigns) shall refer to the Series A Preferred Shares of Suntech Cayman; and (v) all provisions under the RFR Agreement which relate to "Ordinary Shares" shall refer to the Ordinary Shares of Suntech Cayman.

a condition for the Holders' review of any such proposed transfer that (i) the Founder shall inform the Holders and the Company of such transfer prior to effecting it, including reasonable detail regarding the identity of the transferee and his or its relationship to Dr. Shi; (ii) each such transferee or assignee, prior to the completion of the sale, transfer, or assignment, shall have executed documents, in form and substance reasonably satisfactory to the Holders, assuming the obligations of the Founder in respect of the Equity Securities Transferred under this Agreement, including but not limited to Section 2.1 hereof, with respect to the transferred securities; and (iii) each transferee shall have executed and delivered to the Founder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all on terms acceptable to the Holders in their discretion, effective immediately after the completion of such transfer, appointing Dr. Shi as the transferee's attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the transferee, any and all Equity Securities of the Company owned by such transferee with respect to any Company related matters, and acknowledging that the transferee shall not exercise any voting rights with respect thereto. For the avoidance of doubt, the Holders shall retain the right to approve in their discretion, pursuant to Section 2.1 hereof, any proposed transfer described above."; (iv) all provisions under the RFR Agreement which relate to the "Series A Preferred Shares" to be held by the Investors (or its successors and assigns) shall refer to the Series A Preferred Shares of Suntech Cayman; and (v) all provisions under the RFR Agreement which relate to "Ordinary Shares" shall refer to the Ordinary Shares of Suntech Cayman. 4. Board Composition. The composition of the board of directors of Suntech Cayman shall be the same as that of the board of directors of Power Solar. The terms "Board" or "Board of Directors" referred to in the Share Purchase Agreement or the RFR Agreement shall refer to the board of directors of Suntech Cayman. 5. Representation and Warranty. Suntech Cayman and Dr. Shi, jointly and severally, represent to each of the parties herein on the date of this Agreement and as of Effective Date that Suntech Cayman has full power and authority, and has obtained all necessary consents and approvals to enter into this Agreement and to exercise its rights and perform its obligations hereunder, and all corporate and other actions required to authorize its execution of this Agreement and the performance of its obligations hereunder have been duly taken. 5

6. Obligations of Power Solar. Other than as specifically provided herein, the provisions of this Agreement shall not be construed, interpreted or applied as releasing or restricting the obligations of Power Solar under the Share Purchase Agreement and the RFR Agreement. 7. Miscellaneous. 7.1 Suntech Cayman and Dr. Shi shall, jointly and severally, do, execute and perform and to procure to be done, executed and performed all such further acts, deeds, documents and things as the Investors (as defined in the Share Purchase Agreement) may require from time to time to effectively assign, transfer and convey all of Power Solar's rights and obligations, whether accrued as of the date hereof or hereafter arising, under each of (i) the Share Purchase Agreement and (ii) the RFR Agreement, and any claims, entitlements and causes of action of Power Solar related thereto, and otherwise to give to the Investors the full benefit of this Agreement. 7.2 This Agreement shall be governed by and construed under the laws of the State of New York, without regard to principles of conflicts of law thereunder. 7.3 Dispute Resolution. 7.3.1 Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation. Such consultation shall begin immediately after one party hereto has delivered to the other party hereto a written request for such consultation. If within thirty (30) days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either party with notice to the other.

6. Obligations of Power Solar. Other than as specifically provided herein, the provisions of this Agreement shall not be construed, interpreted or applied as releasing or restricting the obligations of Power Solar under the Share Purchase Agreement and the RFR Agreement. 7. Miscellaneous. 7.1 Suntech Cayman and Dr. Shi shall, jointly and severally, do, execute and perform and to procure to be done, executed and performed all such further acts, deeds, documents and things as the Investors (as defined in the Share Purchase Agreement) may require from time to time to effectively assign, transfer and convey all of Power Solar's rights and obligations, whether accrued as of the date hereof or hereafter arising, under each of (i) the Share Purchase Agreement and (ii) the RFR Agreement, and any claims, entitlements and causes of action of Power Solar related thereto, and otherwise to give to the Investors the full benefit of this Agreement. 7.2 This Agreement shall be governed by and construed under the laws of the State of New York, without regard to principles of conflicts of law thereunder. 7.3 Dispute Resolution. 7.3.1 Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation. Such consultation shall begin immediately after one party hereto has delivered to the other party hereto a written request for such consultation. If within thirty (30) days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either party with notice to the other. 7.3.2 The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the "CENTRE"). There shall be three arbitrators. Each party hereto shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The Chairman of the Centre shall select the third arbitrator, who shall be qualified to practice law in New York. If either party does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the Centre. 7.3.3 The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the Center in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 7.3, 6

including the provisions concerning the appointment of arbitrators, the provisions of this Section 7.3 shall prevail. 7.3.4 The arbitrators shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive law of New York and shall not apply any other substantive law. 7.3.5 Each party hereto shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party. 7.3.6 The award of the arbitration tribunal shall be final and binding upon the disputing parties, and either party may apply to a court of competent jurisdiction for enforcement of such award. 7.3.7 Either party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. 7.4 If any provision or part of a provision of this Agreement or its application to any party hereto shall be, or be found by any authority of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

including the provisions concerning the appointment of arbitrators, the provisions of this Section 7.3 shall prevail. 7.3.4 The arbitrators shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive law of New York and shall not apply any other substantive law. 7.3.5 Each party hereto shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party. 7.3.6 The award of the arbitration tribunal shall be final and binding upon the disputing parties, and either party may apply to a court of competent jurisdiction for enforcement of such award. 7.3.7 Either party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. 7.4 If any provision or part of a provision of this Agreement or its application to any party hereto shall be, or be found by any authority of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect. 7.5 This Agreement may be executed in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument. 7.6 This Agreement may not be amended, modified or supplemented, except in a writing signed by each of the parties hereto. 7.7 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 7.8 This Agreement and any agreement, document or instrument attached hereto or referred to herein among the parties hereto integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect of the subject matter hereof. In the event of any conflict between the terms, conditions and provisions of this Agreement and any such agreement, document or instrument, the terms, conditions and provisions of this Agreement shall prevail. 7

SUNTECH POWER HOLDINGS CO., LTD.
By: /s/ -----------------------------------Name: ZHENGRONG SHI Title: CHIEF EXECUTIVE OFFICER

ZHENGRONG SHI
By: /s/ -----------------------------------Zhengrong Shi

MILLION POWER FINANCE LTD. For and on behalf of MILLION POWER FINANCE LTD.
/s/

SUNTECH POWER HOLDINGS CO., LTD.
By: /s/ -----------------------------------Name: ZHENGRONG SHI Title: CHIEF EXECUTIVE OFFICER

ZHENGRONG SHI
By: /s/ -----------------------------------Zhengrong Shi

MILLION POWER FINANCE LTD. For and on behalf of MILLION POWER FINANCE LTD.
/s/ ---------------------------------------AUTHORIZED SIGNATURE(S)

By: Name: Title: FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD.
By: /s/ -----------------------------------Name: Gael de Barmon Title: ---------------------------------

POWER SOLAR SYSTEM CO., LTD.
By: /s/ -----------------------------------Name: Zhengrong Shi Title: ---------------------------------

POWER SOLAR SYSTEM PTY. LTD.
By: /s/ -----------------------------------Name: Zhengrong Shi Title: ---------------------------------

WUXI SUNTECH POWER CO., LTD.
By: /s/

POWER SOLAR SYSTEM CO., LTD.
By: /s/ -----------------------------------Name: Zhengrong Shi Title: ---------------------------------

POWER SOLAR SYSTEM PTY. LTD.
By: /s/ -----------------------------------Name: Zhengrong Shi Title: ---------------------------------

WUXI SUNTECH POWER CO., LTD.
By: /s/ -----------------------------------Name: Zhengrong Shi Title: ---------------------------------

EUCKEN CAPITAL LIMITED
By: /s/ -----------------------------------Name: ---------------------------------Title: ---------------------------------

GOLDMAN SACHS (ASIA) FINANCE
By: /s/ ------------------------------------Name: Jason E. Maynard Title: Alternate Director

DRAGONTECH ENERGY INVESTMENT LIMITED
By: /s/ ------------------------------------Name: Roman Jun Shaw Title: Director

ACTIS CHINA INVESTMENT HOLDINGS NO.4 LTD.
By: /s/ ------------------------------------Name: ASHRAF RAMTOOLA Representing CHRONOS LTD

GOLDMAN SACHS (ASIA) FINANCE
By: /s/ ------------------------------------Name: Jason E. Maynard Title: Alternate Director

DRAGONTECH ENERGY INVESTMENT LIMITED
By: /s/ ------------------------------------Name: Roman Jun Shaw Title: Director

ACTIS CHINA INVESTMENT HOLDINGS NO.4 LTD.
By: /s/ ------------------------------------Name: ASHRAF RAMTOOLA Representing CHRONOS LTD Title: DIRECTOR

BESTMANAGE CONSULTANTS LTD.
By: /s/ -----------------------------------Name: ---------------------------------Title: ---------------------------------

PRAX CAPITAL FUND 1, LP
By: /s/ -----------------------------------Name: JEFF YAO Title: Partner

FINANCIERE 1 LTD.
By: /s/ -----------------------------------Name: Gael de Barmon Title: ---------------------------------

FINANCIERE 2 LTD.
By: /s/ -----------------------------------Name: Gael de Barmon Title: ---------------------------------

BESTMANAGE CONSULTANTS LTD.
By: /s/ -----------------------------------Name: ---------------------------------Title: ---------------------------------

PRAX CAPITAL FUND 1, LP
By: /s/ -----------------------------------Name: JEFF YAO Title: Partner

FINANCIERE 1 LTD.
By: /s/ -----------------------------------Name: Gael de Barmon Title: ---------------------------------

FINANCIERE 2 LTD.
By: /s/ -----------------------------------Name: Gael de Barmon Title: ---------------------------------

SHOUQI WANG
/s/ ----------------------------------------

CHING FONG
/s/ ----------------------------------------

XIANFENG YIN
/s/ ----------------------------------------

KOK FAI WONG
/s/ ----------------------------------------

SHOUQI WANG
/s/ ----------------------------------------

CHING FONG
/s/ ----------------------------------------

XIANFENG YIN
/s/ ----------------------------------------

KOK FAI WONG
/s/ ----------------------------------------

YINGCHIH CHEN
/s/ ----------------------------------------

TIPTOP BRIGHT LIMITED
By: /s/ -----------------------------------Name: WANG QIANG Title: as director

D&M TECHNOLOGIES LIMITED
By: /s/ -----------------------------------Name: ---------------------------------Title: ---------------------------------

EXHIBIT 4.7 English translation For reference only LONG-TERM LOAN AGREEMENT

YINGCHIH CHEN
/s/ ----------------------------------------

TIPTOP BRIGHT LIMITED
By: /s/ -----------------------------------Name: WANG QIANG Title: as director

D&M TECHNOLOGIES LIMITED
By: /s/ -----------------------------------Name: ---------------------------------Title: ---------------------------------

EXHIBIT 4.7 English translation For reference only LONG-TERM LOAN AGREEMENT Contract No.: 2005 Year Development Zi No. 0048 Borrower (Party A): Wuxi Suntech Power Co., Ltd. Domicile (Address): 17-6 Changjiang South Road, New Zone Legal Representative: Li Yanren Lender (Party B): Industrial and Commercial Bank of China, Wuxi Branch Domicile(Address): 30 Wu'ai Road Legal Representative (Person In-Charge): Hu Weiyi Party A, due to its need as stated in Article 3.1 of this Contract, applies for a loan from Party B. Party B agrees to provide a loan to Party A. To clarify and confirm the rights and obligations of the parties, in accordance with Contract Law, General Rules on Loans, and other relevant laws and regulations, based on equality and through consultation in reaching consensus, Party A and Party B enter into this Contract. ARTICLE 1 PARTY A'S REPRESENTATIONS AND WARRANTIES 1.1 It is legally established, is an entity with legal person status (or it is a subsidiary organization legally authorized by a legal person), and has the right to execute this Contract in accordance with law. 1.2 The proposed project to be constructed using the loan under this Contract has obtained the relevant approval from the relevant governmental authority. 1.3 The various accounting statements and information provided by Party A on the project loan investigation, assessment and examination, and management are true, accurate and complete. ARTICLE 2 TYPES OF LOAN

EXHIBIT 4.7 English translation For reference only LONG-TERM LOAN AGREEMENT Contract No.: 2005 Year Development Zi No. 0048 Borrower (Party A): Wuxi Suntech Power Co., Ltd. Domicile (Address): 17-6 Changjiang South Road, New Zone Legal Representative: Li Yanren Lender (Party B): Industrial and Commercial Bank of China, Wuxi Branch Domicile(Address): 30 Wu'ai Road Legal Representative (Person In-Charge): Hu Weiyi Party A, due to its need as stated in Article 3.1 of this Contract, applies for a loan from Party B. Party B agrees to provide a loan to Party A. To clarify and confirm the rights and obligations of the parties, in accordance with Contract Law, General Rules on Loans, and other relevant laws and regulations, based on equality and through consultation in reaching consensus, Party A and Party B enter into this Contract. ARTICLE 1 PARTY A'S REPRESENTATIONS AND WARRANTIES 1.1 It is legally established, is an entity with legal person status (or it is a subsidiary organization legally authorized by a legal person), and has the right to execute this Contract in accordance with law. 1.2 The proposed project to be constructed using the loan under this Contract has obtained the relevant approval from the relevant governmental authority. 1.3 The various accounting statements and information provided by Party A on the project loan investigation, assessment and examination, and management are true, accurate and complete. ARTICLE 2 TYPES OF LOAN 2.1 The loan under this Contract is a fixed asset loan. ARTICLE 3 PURPOSE OF THE LOAN 3.1 The loan under this Contract is to be used for the following purpose: the new factory area solar power cell construction project. 3.2 Without the written consent of Party B, Party A cannot change the purpose of the loan as specified in this Contract. ARTICLE 4 LOAN AMOUNT AND TERM 4.1 The loan amount under this Contract shall be Renminbi (in full-form characters) Fifty Million, (in short-form) RMB50,000,000 (in case of inconsistency between the full-form and short-form characters, the full-form characters shall prevail, as are the cases below). 4.2 The term of the loan under this Contract shall be 36 months from March 31, 2005 to March 28, 2008.

ARTICLE 5 LOAN INTEREST RATE AND INTEREST CALCULATION 5.1 The loan interest rate under this Contract shall be determined once a year: 5.1.1 The interest rate for the first year shall be 5.76% per annum (including all of the loans separately disbursed

ARTICLE 5 LOAN INTEREST RATE AND INTEREST CALCULATION 5.1 The loan interest rate under this Contract shall be determined once a year: 5.1.1 The interest rate for the first year shall be 5.76% per annum (including all of the loans separately disbursed within one year from the effective date of this Contract); 5.1.2 The interest rate for the second year and thereafter (for cases of separate disbursements, the disbursement date for the first loan shall prevail) shall be determined in accordance with the law pursuant to the then legally fixed interest rate of corresponding grade, and Party A shall be notified in writing within 30 days from the date the interest rate is changed. However, whether or not the notice is delivered, it shall not affect performance. 5.2 Interests are calculated daily on the loan under this Contract and settled quarterly. Interest settlement date is the 20th day of the last month of the quarter. When the loan matures, interest is settled together with the principal. 5.3 Interest of the loan under this Contract shall be calculated from the date it is drawn. 5.4 If, during the performance of this Contract, People's Bank of China adjusts the loan interest rate and that it applies to the loan under this Contract, Party B shall, without being required to notify Party A, calculate the interest based on such adjusted interest loan rate and manner in accordance with such stipulation. ARTICLE 6 CONDITIONS FOR DRAWDOWN 6.1 Prior to each drawdown, Party A shall satisfy the following conditions: 6.1.1 The guarantee contract is legally established and has taken effect; 6.1.2 The capital fund or other fund that should be raised for the project developed by the loan under this Contract has been put in place in full pursuant to the stipulated time and proportion; 6.1.3 There has been no budget deficit or the budget deficit has been resolved through raising capital on its own; 6.1.4 The construction progress has been on schedule; 6.1.5 It has conducted the drawdown formalities with Party B in accordance with the provisions of the Contract; 6.1.6 There has been no occurrence of events of default stipulated by this Contract; 6.1.7 It has provided other relevant material for administering the loan as requested by Party B. ARTICLE 7 DRAWDOWN ARRANGEMENTS 7.1 The manner of drawdown of the loan under this Contract shall be implemented in accordance with sub-clause ________ below: 7.1.1 Party A shall draw the loan on ______ year _____ month _____ day in a lump-sum, and it shall place the entire loan into the account opened with Party B; 7.1.2 Party A shall draw the loan in ______ installments, the specific drawdown amount and date shall be as follows: 7.1.2.1 On March 31, 2005, in the amount of (in full-form characters) Twenty Million Yuan (in short-form: 20,000,000 Yuan); 7.1.2.2 On _____ year _____ month _____ day, in the amount of (in full-form characters) ___________ (in short-form: _______ Yuan); 2

7.1.2.3 On _______ year________ month ______ day, in the amount of (in full-form characters) (in short-form: ______ Yuan); 7.1.2.4 On _________ year ________ month _______ day, in the amount of (in full-form characters) (in shortform: ________ Yuan); 7.1.2.5 On _________ year _________ month _________ day, in the amount of (in full-form characters) (in short-form: _________ Yuan); 7.2 Party A shall draw the loan in accordance with Article 7.1 of this Contract. If there is any special reason, it shall submit a written application, and after receiving Party B's written consent, Party A may drawdown _________ days ahead of or later than the original scheduled date. 7.3 If Party A asks to cancel all or part of the loan yet to be drawn, Party A should submit a written application to Party B 30 days before the drawdown date specified by this Contract, and cancellation can be effected only after Party B consents in writing. 7.4 The specific drawdown date and repayment date of this Contract shall be determined by the actual date as listed on the promissory note administered by Party A and Party B. The promissory note or the evidence proving the drawdown of the loan amount forms an integrated part of this Contract. Other than dates, in the event other matters stated thereon are inconsistent with this Contract, this Contract shall prevail. ARTICLE 8 SOURCE OF THE REPAYMENT FUND AND REPAYMENT 8.1 Party A's sources of funds for repayment of the loan principal and interest under this Contract include but are not limited to: 8.1.1 the proceeds from the project; 8.1.2 others; 8.2 Notwithstanding any provisions on Party A's sources of funds for repayment in any other contracts to which Party A is a party, such provisions may not affect Party A's loan repayment obligations under this Contract. Under no circumstances whatsoever may Party A use Article 8.1 to refuse performing its loan repayment obligations under this Contract. 8.3 Party A shall fully pay interests quarterly in accordance with the provisions under this Contract, and it shall repay the loan principal in accordance with following sub-clause __________; 8.3.1 Repay the principal in one lump sum, and Party A shall repay the full amount of the loan principal on _________ year _________ month _________day; 8.3.2 Repay the principal in installments, and the specific times and amounts are as follow: 8.3.2.1 On June 29, 2006, in the amount of (in full-form characters) Ten Million Yuan (in short-form: 10,000,000 Yuan); 8.3.2.2 On December 29, 2006, in the amount of (in full-form characters) Ten Million Yuan (in short-form: 10,000,000 Yuan); 8.3.2.3 On _________ year _________ month _________ day, in the amount of (in full-form characters) _________ (in short-form: _________ Yuan); 8.3.2.4 On _________ year _________ month _________ day, in the amount of (in full-form characters) _________ (in short-form: _________ Yuan); 8.3.2.5 On _________ year _________ month _________ day, in the amount of (in full-form characters) _________ (in short-form: _________ Yuan);

7.1.2.3 On _______ year________ month ______ day, in the amount of (in full-form characters) (in short-form: ______ Yuan); 7.1.2.4 On _________ year ________ month _______ day, in the amount of (in full-form characters) (in shortform: ________ Yuan); 7.1.2.5 On _________ year _________ month _________ day, in the amount of (in full-form characters) (in short-form: _________ Yuan); 7.2 Party A shall draw the loan in accordance with Article 7.1 of this Contract. If there is any special reason, it shall submit a written application, and after receiving Party B's written consent, Party A may drawdown _________ days ahead of or later than the original scheduled date. 7.3 If Party A asks to cancel all or part of the loan yet to be drawn, Party A should submit a written application to Party B 30 days before the drawdown date specified by this Contract, and cancellation can be effected only after Party B consents in writing. 7.4 The specific drawdown date and repayment date of this Contract shall be determined by the actual date as listed on the promissory note administered by Party A and Party B. The promissory note or the evidence proving the drawdown of the loan amount forms an integrated part of this Contract. Other than dates, in the event other matters stated thereon are inconsistent with this Contract, this Contract shall prevail. ARTICLE 8 SOURCE OF THE REPAYMENT FUND AND REPAYMENT 8.1 Party A's sources of funds for repayment of the loan principal and interest under this Contract include but are not limited to: 8.1.1 the proceeds from the project; 8.1.2 others; 8.2 Notwithstanding any provisions on Party A's sources of funds for repayment in any other contracts to which Party A is a party, such provisions may not affect Party A's loan repayment obligations under this Contract. Under no circumstances whatsoever may Party A use Article 8.1 to refuse performing its loan repayment obligations under this Contract. 8.3 Party A shall fully pay interests quarterly in accordance with the provisions under this Contract, and it shall repay the loan principal in accordance with following sub-clause __________; 8.3.1 Repay the principal in one lump sum, and Party A shall repay the full amount of the loan principal on _________ year _________ month _________day; 8.3.2 Repay the principal in installments, and the specific times and amounts are as follow: 8.3.2.1 On June 29, 2006, in the amount of (in full-form characters) Ten Million Yuan (in short-form: 10,000,000 Yuan); 8.3.2.2 On December 29, 2006, in the amount of (in full-form characters) Ten Million Yuan (in short-form: 10,000,000 Yuan); 8.3.2.3 On _________ year _________ month _________ day, in the amount of (in full-form characters) _________ (in short-form: _________ Yuan); 8.3.2.4 On _________ year _________ month _________ day, in the amount of (in full-form characters) _________ (in short-form: _________ Yuan); 8.3.2.5 On _________ year _________ month _________ day, in the amount of (in full-form characters) _________ (in short-form: _________ Yuan);

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8.4 For cases where Party A makes prepayment, it should submit written application to Party B 30 days before the intended prepayment date and it should obtain Party B's written consent; 8.5 For cases where Party A makes prepayment, it should be done after Party B consents, and the prepayment amount may not be less than 10,000 Yuan, and it shall be a multiple of _________ 0,000 yuan. 8.6 The principal that is prepaid by Party A shall be applied to the loans in reserve order of repayments stipulated under Article 8.3.2 of this Contract. 8.7 Party A shall, prior to the interest settlement date or the principal repayment date as stipulated in this Contract, get ready in the account established with Party B sufficient fund for the interests and principal to be paid for that period, and Party A shall authorize Party B such that on the agreed interest settlement date or principal repayment date, Party B may, at its own initiative, debit and receive the fund from Party A's account. ARTICLE 9 SECURITY 9.1 The manner of security for the loan under this Contract is: mortgage on land and buildings and factories. Credit. 9.2 Party A is obliged to proactively assist Party B and procure that Party B and the security provider enter into a security contract (the number of which is _________) in respect of concrete matters regarding security under this Contract, 9.3 If the security under this Contract undergoes changes that are adverse to Party B's credit rights, then upon Party B's notification, Party A should separately provide security to the satisfaction of Party B. ARTICLE 10 RIGHTS AND OBLIGATIONS OF THE PARTIES 10.1 Party A's rights and obligations: 10.1.1 Party A shall draw and use the loan in accordance with the time limit and the purpose of the loan stipulated in this Contract; 10.1.2 Without Party B's written consent, Party A may not make loan prepayment; 10.1.3 Party A, on its own initiate, shall accept Party B's investigation, understanding and supervision on the situation of the use of the loan under this Contract; 10.1.4 Party A shall actively accommodate Party B in respect of Party B's investigation, understanding and supervision on the production, operation, project construction situation and financial situation, and is obligated to provide Party B with statements and information relating to the profit and loss statement, assets and liabilities balance sheet, etc. for the various relevant periods; 10.1.5 Party A shall actively support Party B's participation in relevant matters such as the reviews of the 'three accountings' (estimation accounting, budgeting accounting, final accounting) of the loan project, construction bidding and acceptance inspection upon completion of the construction, etc.; 10.1.6 Party A shall repay the principal and interest of the loan in accordance with the provisions of this Contract; 10.1.7 Party A shall bear the expenses of the relevant fees under this Contract, including but not limited to the fees used for matters relating to notarization, authentication, evaluation, registration, etc. Party A shall perform the loan liabilities in this order: fees, penalty interest, compound interest, and principal; 10.1.8 Return the receipt to Party B within 3 days after acknowledging receipt of reminder letters or reminder documents mailed or delivered by other means by Party B;

8.4 For cases where Party A makes prepayment, it should submit written application to Party B 30 days before the intended prepayment date and it should obtain Party B's written consent; 8.5 For cases where Party A makes prepayment, it should be done after Party B consents, and the prepayment amount may not be less than 10,000 Yuan, and it shall be a multiple of _________ 0,000 yuan. 8.6 The principal that is prepaid by Party A shall be applied to the loans in reserve order of repayments stipulated under Article 8.3.2 of this Contract. 8.7 Party A shall, prior to the interest settlement date or the principal repayment date as stipulated in this Contract, get ready in the account established with Party B sufficient fund for the interests and principal to be paid for that period, and Party A shall authorize Party B such that on the agreed interest settlement date or principal repayment date, Party B may, at its own initiative, debit and receive the fund from Party A's account. ARTICLE 9 SECURITY 9.1 The manner of security for the loan under this Contract is: mortgage on land and buildings and factories. Credit. 9.2 Party A is obliged to proactively assist Party B and procure that Party B and the security provider enter into a security contract (the number of which is _________) in respect of concrete matters regarding security under this Contract, 9.3 If the security under this Contract undergoes changes that are adverse to Party B's credit rights, then upon Party B's notification, Party A should separately provide security to the satisfaction of Party B. ARTICLE 10 RIGHTS AND OBLIGATIONS OF THE PARTIES 10.1 Party A's rights and obligations: 10.1.1 Party A shall draw and use the loan in accordance with the time limit and the purpose of the loan stipulated in this Contract; 10.1.2 Without Party B's written consent, Party A may not make loan prepayment; 10.1.3 Party A, on its own initiate, shall accept Party B's investigation, understanding and supervision on the situation of the use of the loan under this Contract; 10.1.4 Party A shall actively accommodate Party B in respect of Party B's investigation, understanding and supervision on the production, operation, project construction situation and financial situation, and is obligated to provide Party B with statements and information relating to the profit and loss statement, assets and liabilities balance sheet, etc. for the various relevant periods; 10.1.5 Party A shall actively support Party B's participation in relevant matters such as the reviews of the 'three accountings' (estimation accounting, budgeting accounting, final accounting) of the loan project, construction bidding and acceptance inspection upon completion of the construction, etc.; 10.1.6 Party A shall repay the principal and interest of the loan in accordance with the provisions of this Contract; 10.1.7 Party A shall bear the expenses of the relevant fees under this Contract, including but not limited to the fees used for matters relating to notarization, authentication, evaluation, registration, etc. Party A shall perform the loan liabilities in this order: fees, penalty interest, compound interest, and principal; 10.1.8 Return the receipt to Party B within 3 days after acknowledging receipt of reminder letters or reminder documents mailed or delivered by other means by Party B; 4

10.1.9 If Party A undergoes commissioned leasing, restructuring into a joint-stock shareholding system, joint operation, consolidation, merger, joint venture, division, capital reduction, variation in equity interest, material asset transfer and other actions that will sufficiently affect the realization of Party B's rights and interests, Party A should notify Party B at lease 30 days in advance and obtain Party B's written consent; otherwise, it shall not proceed with the above-mentioned actions prior to the full settlement of the debt; 10.1.10 For changes to industry and business registration matters such as domicile, correspondence address, business scope, legal representative, etc., Party A should notify Party B in writing seven days after a relevant matter is changed; 10.1.11 If there is occurrence of any other matters that constitute risks to Party A's normal operation or cause material and adverse effect on its performance of the repayment obligations under this Contract, including but not limited to involvement in material economic dispute, bankruptcy, deterioration in financial situations, etc., Party A shall immediately notify Party B in writing; 10.1.12 In the event of business cessation, dissolution, cessation of business for reorganization, business license being revoked or cancelled, within five days after the occurrence of the event, Party A shall notify Party B in writing, and Party A shall guarantee to immediately repay the loan principal and interest. 10.2 Party B's rights and obligations: 10.2.1 Party B may request Party A to provide all the information relating to this loan; 10.2.2 Party B may, in accordance with the stipulations provided herein or provided by the law, deduct from Party A's account the loan principal, interest, compound interest, penalty interest and all the other payable fees as agreed to be paid by Party A under this Contract; the order for such deduction by Party B shall be: fees, penalty interest, compound interest and principal. 10.2.3 For Party A's avoidance of Party B's supervision, Party A's falling into arrears in repaying loan principal and interest, or other serious acts of default, Party B has the right to impose credit sanction, notify the relevant department or unit, and press for payment through public announcements in news media; 10.2.4 Party B shall provide Party A with the full amount of the loan according to the time schedule as agreed under this Contract (save and except when the delay arises due to reasons attributable to Party A); 10.2.5 Unless it is otherwise provided in this Contract and unless stipulated by the laws and regulations, the information and situation provided by Party A regarding areas such as its debts, finance, production, operation etc. shall be kept confidential by Party B. ARTICLE 11 LIABILITIES FOR DEFAULT 11.1 After this Contract becomes effective, Party A and Party B shall perform its respective obligations as agreed in this Contract. Any party who fails to perform or fails to completely perform the obligations stipulated under this Contract shall bear liabilities for default in accordance with the law. 11.2 If Party A fails to handle and effect the loan withdrawal in accordance with Article 7.1 of this Contract, Party B has the right to, on a daily basis, calculate and collect a delay default penalty based on the contract interest rate; 11.3 If Party B fails to handle and effect the loan disbursement in accordance with Article 7.1 of this Contract, Party B shall on a daily basis pay a delay default penalty based on the contract interest rate. 5

11.4 If Party A makes prepayment of the loan under this Contract without the written consent of Party B, Party B has the right to calculate and collect interest according to the term and interest rate of the loan in accordance

10.1.9 If Party A undergoes commissioned leasing, restructuring into a joint-stock shareholding system, joint operation, consolidation, merger, joint venture, division, capital reduction, variation in equity interest, material asset transfer and other actions that will sufficiently affect the realization of Party B's rights and interests, Party A should notify Party B at lease 30 days in advance and obtain Party B's written consent; otherwise, it shall not proceed with the above-mentioned actions prior to the full settlement of the debt; 10.1.10 For changes to industry and business registration matters such as domicile, correspondence address, business scope, legal representative, etc., Party A should notify Party B in writing seven days after a relevant matter is changed; 10.1.11 If there is occurrence of any other matters that constitute risks to Party A's normal operation or cause material and adverse effect on its performance of the repayment obligations under this Contract, including but not limited to involvement in material economic dispute, bankruptcy, deterioration in financial situations, etc., Party A shall immediately notify Party B in writing; 10.1.12 In the event of business cessation, dissolution, cessation of business for reorganization, business license being revoked or cancelled, within five days after the occurrence of the event, Party A shall notify Party B in writing, and Party A shall guarantee to immediately repay the loan principal and interest. 10.2 Party B's rights and obligations: 10.2.1 Party B may request Party A to provide all the information relating to this loan; 10.2.2 Party B may, in accordance with the stipulations provided herein or provided by the law, deduct from Party A's account the loan principal, interest, compound interest, penalty interest and all the other payable fees as agreed to be paid by Party A under this Contract; the order for such deduction by Party B shall be: fees, penalty interest, compound interest and principal. 10.2.3 For Party A's avoidance of Party B's supervision, Party A's falling into arrears in repaying loan principal and interest, or other serious acts of default, Party B has the right to impose credit sanction, notify the relevant department or unit, and press for payment through public announcements in news media; 10.2.4 Party B shall provide Party A with the full amount of the loan according to the time schedule as agreed under this Contract (save and except when the delay arises due to reasons attributable to Party A); 10.2.5 Unless it is otherwise provided in this Contract and unless stipulated by the laws and regulations, the information and situation provided by Party A regarding areas such as its debts, finance, production, operation etc. shall be kept confidential by Party B. ARTICLE 11 LIABILITIES FOR DEFAULT 11.1 After this Contract becomes effective, Party A and Party B shall perform its respective obligations as agreed in this Contract. Any party who fails to perform or fails to completely perform the obligations stipulated under this Contract shall bear liabilities for default in accordance with the law. 11.2 If Party A fails to handle and effect the loan withdrawal in accordance with Article 7.1 of this Contract, Party B has the right to, on a daily basis, calculate and collect a delay default penalty based on the contract interest rate; 11.3 If Party B fails to handle and effect the loan disbursement in accordance with Article 7.1 of this Contract, Party B shall on a daily basis pay a delay default penalty based on the contract interest rate. 5

11.4 If Party A makes prepayment of the loan under this Contract without the written consent of Party B, Party B has the right to calculate and collect interest according to the term and interest rate of the loan in accordance with the provisions of this Contract.

11.4 If Party A makes prepayment of the loan under this Contract without the written consent of Party B, Party B has the right to calculate and collect interest according to the term and interest rate of the loan in accordance with the provisions of this Contract. 11.5 If Party A fails to repay the principal and interest of the loan when they are due under this Contract, then Party B has the right to set a time limit for repayment and has the right to exercise the right of set-off against the funds in all the accounts that Party A has opened with Party B. At the same time, Party B shall have the right to calculate and collect interest, on a daily basis, based on /10000 of the overdue loan and to calculate and collect compound interest on the unpaid interest. 11.6 In the event Party A fails to use the loan for the agreed purpose in this Contract, Party B shall have the right to cease disbursing the loan, recall part or all of the loan or discharge the Contract, and to calculate and collect interest, on a daily basis, 1/10000 of the loan used in breach of contract according to the number of days that the loan is used in breach of contract. For unpaid interest, Party B shall calculate and collect compound interest. 11.7 In Party A's use of the loan, if situations listed in Article 11.5 and 11.6 occur concurrently, Party B shall choose the more severe punishment and cannot impose both punishments at the same time. 11.8 If Party A commits any of the following acts, then within seven days after Party A receives notification from Party B, Party A shall make rectification and adopt remedial measures satisfactory to Party B. Otherwise, Party B has the right to stop or cancel the loan yet to be withdrawn and used and Party B has the right to recall part or all of the loan ahead of schedule. For any portion that the Party B fails to recall, a default penalty shall be calculated and collected on a daily basis in accordance with overdue loan interest rate: 11.8.1 Provide assets and liabilities balance sheet, profit and loss statement and other financial information that are untrue or conceal material facts; 11.8.2 Fail to accommodate, or refuse to accept, Party B's supervision on the situation of the loan use and the relevant production operation and financial activities; 11.8.3 Without the consent of Party B, Party A assigns or disposes of, or threatens to assign or dispose of, material parts of its assets; 11.8.4 The material parts of its assets or the entire assets are possessed by other creditors, or being subject to management by designated custodian, receiver or similar persons or its property are seized or frozen, which may cause serious losses to Party B; 11.8.5 Without the consent of Party B, Party A conducts contracting, leasing, restructuring into joint-stock system, joint operation, consolidation, merger, joint venture, division, capital reduction, variation in equity interest, material asset transfer and other actions that are sufficient to affect the realization of Party B's rights and interests and threaten the security of Party B's creditor rights; 11.8.6 There are changes in industry and business registration matters such as domicile, correspondence address, business scope, legal representative, etc., or there are occurrences of situations such as material external investments, etc. that seriously affect or threaten the realization of Party B's creditor rights; 11.8.7 Involvement in a material economic dispute or deterioration in financial situations etc., causing serious impact or threat to the realization of Party B's creditor rights; 11.8.8 Any other situation that may cause a threat or serious loss to the realization of the Party B's creditor rights under the loan Contract. ARTICLE 12 EFFECTIVENESS, AMENDMENT, RESCISSION AND TERMINATION OF CONTRACT 12.1 This Contract shall come into force after it is signed and sealed by Party A and Party B. If it is secured, it shall take effect after the coming into effect of the security contract, until

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it is terminated on the date the principal, interest, compound interest, penalty interest, default fees and all other payable fees are completely settled. 12.2 In any one of the following circumstances, Party B has the right to rescind this Contract and request Party A to repay the loan principal and interest ahead of schedule and to compensate for Party B's losses: 12.2.1 In the event of Party A's business cessation, dissolution, cessation of business for reorganization, business license being revoked or cancelled; 12.2.2 The security under this Contract has undergone changes adverse to Party B's creditor rights and Party A fails to separately provide the required security demanded by Party B; 12.2.3 Other serious behaviors of default. 12.3 If Party A requests an extension period for the loan, it should submit a written request to Party B 30 days prior to the due date of this Contract and provide a written opinion of the security provider agreeing to continue to provide security. Only after the review and consent by Party B and after the execution of an extension agreement may the loan under this Contract be accordingly extended. Prior to the execution of an extension agreement by the parties, this loan Contract shall continue to be performed. 12.4 After this Contract is effective, unless otherwise stipulated herein, neither Party A nor Party B shall on its own unilaterally amend this Contract or rescind this Contract prematurely. If there is an actual need to amend or rescind this Contract, it shall be done by unanimous consultation of the parties and by reaching a written agreement. Before reaching the written agreement, this Contract shall continue to be performed. ARTICLE 13 DISPUTE RESOLUTION 13.1 Disputes arising out of the course of this Contract's performance shall first be resolved by consultation between Party A and Party B. When consultation fails, the dispute shall be resolved by the manner in the following sub-clause ______: 13.1.1 to be arbitrated by __________; 13.1.2 to resolve the dispute through litigation by submitting the case to the local court where Party B is situated. ARTICLE 14 OTHER MATTERS AGREED BY THE PARTIES 14.1 __________________________. 14.2 __________________________. 14.3. __________________________. ARTICLE 15 MISCELLANEOUS 15.1 The appendix to this Contract forms an integral part of this Contract, and has equal legal force as the main text of this Contract. 15.2 During the performance of this Contract, when a certain drawdown or repayment date is a non-banking day, then it shall be extended to the next banking day. 15.3 This Contract is made out in ______ originals. Party A and Party B each holds _________ original(s), which have same legal effect. 15.4 Special declarations:

it is terminated on the date the principal, interest, compound interest, penalty interest, default fees and all other payable fees are completely settled. 12.2 In any one of the following circumstances, Party B has the right to rescind this Contract and request Party A to repay the loan principal and interest ahead of schedule and to compensate for Party B's losses: 12.2.1 In the event of Party A's business cessation, dissolution, cessation of business for reorganization, business license being revoked or cancelled; 12.2.2 The security under this Contract has undergone changes adverse to Party B's creditor rights and Party A fails to separately provide the required security demanded by Party B; 12.2.3 Other serious behaviors of default. 12.3 If Party A requests an extension period for the loan, it should submit a written request to Party B 30 days prior to the due date of this Contract and provide a written opinion of the security provider agreeing to continue to provide security. Only after the review and consent by Party B and after the execution of an extension agreement may the loan under this Contract be accordingly extended. Prior to the execution of an extension agreement by the parties, this loan Contract shall continue to be performed. 12.4 After this Contract is effective, unless otherwise stipulated herein, neither Party A nor Party B shall on its own unilaterally amend this Contract or rescind this Contract prematurely. If there is an actual need to amend or rescind this Contract, it shall be done by unanimous consultation of the parties and by reaching a written agreement. Before reaching the written agreement, this Contract shall continue to be performed. ARTICLE 13 DISPUTE RESOLUTION 13.1 Disputes arising out of the course of this Contract's performance shall first be resolved by consultation between Party A and Party B. When consultation fails, the dispute shall be resolved by the manner in the following sub-clause ______: 13.1.1 to be arbitrated by __________; 13.1.2 to resolve the dispute through litigation by submitting the case to the local court where Party B is situated. ARTICLE 14 OTHER MATTERS AGREED BY THE PARTIES 14.1 __________________________. 14.2 __________________________. 14.3. __________________________. ARTICLE 15 MISCELLANEOUS 15.1 The appendix to this Contract forms an integral part of this Contract, and has equal legal force as the main text of this Contract. 15.2 During the performance of this Contract, when a certain drawdown or repayment date is a non-banking day, then it shall be extended to the next banking day. 15.3 This Contract is made out in ______ originals. Party A and Party B each holds _________ original(s), which have same legal effect. 15.4 Special declarations: 15.4.1 This template-form contract is provided by the lender, and the borrower has perused, reviewed and studied this Contract in detail at the time this Contract is signed, and it has complete notice of the provisions in

this Contract that relate to the exemptions of or limitations on the lender's liabilities. 7

15.4.2 The lender, in accordance with the borrower's request, has given sufficient explanation on the provisions regarding the exemptions of or limitations on the lender's liabilities, and the borrower completely comprehends and appreciates the true meanings of such provisions. The terms and conditions of this Contract express the true intentions of the parties to this Contract.
Borrower: (company seal) Lender: (company seal)

------------------------------------Legal Representative (or authorized signatory)

---------------------------------------Legal Representative (or authorized signatory):

------------------------------------[Chinese signature chop of Shi Zhengrong] ------------------------------------March 31, 2005

---------------------------------------[Company chop and contract chop of the lender] ---------------------------------------March 31, 2005

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EXHIBIT 4.8 English translation For reference only RMB LOAN AGREEMENT (SHORT-TERM) No.: 2005 Year Development Zone Zi No. 05074 Borrower: Wuxi Suntech Power Co., Ltd. Enterprise Legal Person Business License Number: [illegible] He Su Xi Zi No. 004890 Legal Representative: Shi Zhengrong Domicile: 17-6 Changjiang South Road, State High & New-tech Industry Development Zone, Wuxi Account Opening Financial Institution and Account Number: Bank of China, Development Zone Branch Contact: Tel: 0510-5343080; Fax: 0510-5343049 Lender: Bank of China, High & New-tech Industry Development Zone, Wuxi Branch Legal Representative or Person In-Charge: Gao [illegible] Hua Domicile: 140 Wangzhuang Road, Wuxi City Contact: 5216241 Through equal consultation, the Borrower and the Lender reach a unanimous agreement upon the matters in relation to the Lender granting a short term Renminbi capital loan to the Borrower and enter into this Contract. ARTICLE 1 LOAN AMOUNT

15.4.2 The lender, in accordance with the borrower's request, has given sufficient explanation on the provisions regarding the exemptions of or limitations on the lender's liabilities, and the borrower completely comprehends and appreciates the true meanings of such provisions. The terms and conditions of this Contract express the true intentions of the parties to this Contract.
Borrower: (company seal) Lender: (company seal)

------------------------------------Legal Representative (or authorized signatory)

---------------------------------------Legal Representative (or authorized signatory):

------------------------------------[Chinese signature chop of Shi Zhengrong] ------------------------------------March 31, 2005

---------------------------------------[Company chop and contract chop of the lender] ---------------------------------------March 31, 2005

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EXHIBIT 4.8 English translation For reference only RMB LOAN AGREEMENT (SHORT-TERM) No.: 2005 Year Development Zone Zi No. 05074 Borrower: Wuxi Suntech Power Co., Ltd. Enterprise Legal Person Business License Number: [illegible] He Su Xi Zi No. 004890 Legal Representative: Shi Zhengrong Domicile: 17-6 Changjiang South Road, State High & New-tech Industry Development Zone, Wuxi Account Opening Financial Institution and Account Number: Bank of China, Development Zone Branch Contact: Tel: 0510-5343080; Fax: 0510-5343049 Lender: Bank of China, High & New-tech Industry Development Zone, Wuxi Branch Legal Representative or Person In-Charge: Gao [illegible] Hua Domicile: 140 Wangzhuang Road, Wuxi City Contact: 5216241 Through equal consultation, the Borrower and the Lender reach a unanimous agreement upon the matters in relation to the Lender granting a short term Renminbi capital loan to the Borrower and enter into this Contract. ARTICLE 1 LOAN AMOUNT The total loan amount under this Contract is (in full-form characters) Renminbi Ten Million, (in short-form) RMB10,000,000.

EXHIBIT 4.8 English translation For reference only RMB LOAN AGREEMENT (SHORT-TERM) No.: 2005 Year Development Zone Zi No. 05074 Borrower: Wuxi Suntech Power Co., Ltd. Enterprise Legal Person Business License Number: [illegible] He Su Xi Zi No. 004890 Legal Representative: Shi Zhengrong Domicile: 17-6 Changjiang South Road, State High & New-tech Industry Development Zone, Wuxi Account Opening Financial Institution and Account Number: Bank of China, Development Zone Branch Contact: Tel: 0510-5343080; Fax: 0510-5343049 Lender: Bank of China, High & New-tech Industry Development Zone, Wuxi Branch Legal Representative or Person In-Charge: Gao [illegible] Hua Domicile: 140 Wangzhuang Road, Wuxi City Contact: 5216241 Through equal consultation, the Borrower and the Lender reach a unanimous agreement upon the matters in relation to the Lender granting a short term Renminbi capital loan to the Borrower and enter into this Contract. ARTICLE 1 LOAN AMOUNT The total loan amount under this Contract is (in full-form characters) Renminbi Ten Million, (in short-form) RMB10,000,000. ARTICLE 2 TERM The term of the loan is six months, calculating from the drawdown date agreed upon by the parties to the last repayment date as agreed by the parties. If the drawdown date that the parties have agreed upon is a specific period, the abovementioned "drawdown date" refers to the commencement date of the drawdown period. ARTICLE 3 PURPOSE The purpose of the loan under this Contract is as follows: (1) Working capital turnover;

(2) __________________; (3) __________________. Without the written consent of the Lender, the Borrower may not change the purpose of the loan. ARTICLE 4 INTEREST RATE AND INTEREST CALCULATION

(2) __________________; (3) __________________. Without the written consent of the Lender, the Borrower may not change the purpose of the loan. ARTICLE 4 INTEREST RATE AND INTEREST CALCULATION The interest rate of the loan is 5.742% per annum. During the effective period of the Contract, the contractual interest rate shall remain unchanged. Interest of the loan shall be calculated from the date the Borrower actually draws down the loan, in accordance with the actual drawdown amount and the number of days elapsed on the basis of 360 days a year. The Borrower adopts the method in sub-clause (1) below in paying interest: (1) The Borrower shall pay interest once every quarter. March 20, June 20, September 20 and December 20 of every year shall be the interest payment dates. If the last repayment date of the principal of the loan is not an interest payment date, the Borrower must pay all the payable interest on the last repayment date of the principal of the loan. (2) The Borrower shall pay interest once every month and the 20th of each month shall be the interest payment date. If the last repayment date of the principal of the loan is not an interest payment date, the Borrower must pay all the payable interest on the last repayment date of the principal of the loan. (3) The Borrower shall pay interest once every month; the corresponding loan disbursement date shall be the interest payment date. ARTICLE 5 CONDITIONS FOR DRAWDOWN If the Borrower fails to satisfy the following conditions, the Lender has the right to reject the Borrower's drawdown application: (1) submit a written drawdown application and the relevant documents evidencing the purpose of the loan _________ days in advance; (2) this loan Contract and the relevant attachments have formally taken effect; (3) the security contract stipulated in Article 9 of this Contract is already in effect; (4) the Borrower has, pursuant to the Lender's request, opened the relevant accounts for drawdown, interest payment, fees payment and repayment; (5) the Borrower has submitted to the Lender the resolutions and authorization letters of the board of directors or other departments with requisite power, approving the execution and the performance of this Contract; 2

(6) the Borrower has submitted to the Lender the list of personnel who are authorized to sign this Contract and the documents and instruments relating to this Contract and the signature specimens of the aforesaid personnel; (7) none of the events of default specified in Article 11 has occurred; (8) other drawdown conditions specified by law and agreed upon by the parties have been satisfied.

(6) the Borrower has submitted to the Lender the list of personnel who are authorized to sign this Contract and the documents and instruments relating to this Contract and the signature specimens of the aforesaid personnel; (7) none of the events of default specified in Article 11 has occurred; (8) other drawdown conditions specified by law and agreed upon by the parties have been satisfied. ARTICLE 6 TIME FOR DRAWDOWN Borrower shall follow the time provided in sub-clause (1) below for drawdown: (1) Borrower shall drawdown the loan in a lump-sum on April 30, 2005. (2) Borrower shall drawdown the entire amount as agreed in this Contract within ________days from _______year ______month __day. The Lender has the right not to disburse any portion that is not drawn down after the above-mentioned time. If the Lender agrees to disburse the loan, the Lender has the right to impose a liability fee upon the portion drawn late based on the ratio of ___per day; for the portion that the Lender refuses to disburse, the Lender has the right to collect a liability fee based on the ratio of __________. ARTICLE 7 DRAWDOWN FORMALITIES Prior to each drawdown, the Borrower shall submit a drawdown application as requested by the Lender and handle other drawdown formalities. ARTICLE 8 REPAYMENT The Borrower must strictly comply with the following repayment schedule to repay the loan under this Contract:
Number of installment payments ------------

Repayment Date ---------------October 29, 2005

Repayment Amount ---------------RMB10,000,000

Repayment Time --------------

Repayment Date --------------

Repayment Amount ----------------

If the Borrower needs to adjust any part of the above repayment schedule, it must submit a written application ____days in advance before the due date of the corresponding loan. Unless otherwise agreed, any change in the repayment schedule must be mutually confirmed by the parties in writing. In the event several loan contracts between the Borrower and the Lender are due, the Lender has the right to determine the order in which the contracts are performed by each of the Borrower's repayments. 3

The Borrower may make loan prepayment, but it should notify the Lender __ days in advance. The Lender is entitled to calculate and receive a compensation fee equal to ___% of the interest that should be payable on the prepaid portion. The prepaid amount shall first be used to repay the loan that matures the last, and repayments are applied to the loans in reverse order of the maturities of such loans. The Borrower may not ask to re-draw and re-use the portions that the Lender has agreed to be prepaid. ARTICLE 9 SECURITY All the debts under this Contract shall be secured by the ___________ manner below: (1) _______ shall provide joint liability repayment guarantee and shall separately enter into a "Guarantee Contract," the number of which is ________. (2) _______ shall provide mortgage security and separately enter into a "Mortgage Contract," the number of

The Borrower may make loan prepayment, but it should notify the Lender __ days in advance. The Lender is entitled to calculate and receive a compensation fee equal to ___% of the interest that should be payable on the prepaid portion. The prepaid amount shall first be used to repay the loan that matures the last, and repayments are applied to the loans in reverse order of the maturities of such loans. The Borrower may not ask to re-draw and re-use the portions that the Lender has agreed to be prepaid. ARTICLE 9 SECURITY All the debts under this Contract shall be secured by the ___________ manner below: (1) _______ shall provide joint liability repayment guarantee and shall separately enter into a "Guarantee Contract," the number of which is ________. (2) _______ shall provide mortgage security and separately enter into a "Mortgage Contra