F-3ASR

As Filed with the Securities and Exchange Commission on June 17, 2008

Registration No.333-               

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Suntech Power Holdings Co., Ltd.

(Exact name of Registrant as specified in its charter)

Cayman Islands
(State or other jurisdiction of incorporation or organization) Not Applicable
(I.R.S. Employer Identification No.)

17-6 Changjiang South Road
New District, Wuxi
Jiangsu Province 214028
People’s Republic of China
(86) 510 8531 8888
(Address and telephone number of Registrant’s principal executive office)

CT Corporation System
111 Eight Avenue, 13th Floor
New York, NY 10011
(212) 894-8940
(Name, address, and telephone number for agent of service)

Copies to:
Leiming Chen, Esq.
Simpson Thacher & Bartlett LLP
ICBC Tower, 35th Floor
3 Garden Road, Central,
Hong Kong SAR, China
(852) 2514-7600

     Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by market conditions and other factors.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box o.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462 under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

     If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of Securities To Be	Amount To Be	Aggregate Price	Aggregate	Amount of
Registered(1)	Registered	Per Unit	Offering Price	Registration Fee
3.00% Convertible Senior Notes due 2013	$575,000,000	100%	$575,000,000(2)	$22,597.50
Ordinary shares, par value $0.01 per share	13,981,298	(3)	(3)	(4)
Ordinary shares, par value $0.01 per share	13,981,298	(5)	(5)	(4)
Ordinary shares, par value $0.01 per share	1,310,328(6)	(7)	$51,961,057(7)	$2,042.07

(1)	American Depositary Shares, or ADSs, issuable upon deposit of the ordinary shares registered hereby were previously registered under a separate registration statement on Form F-6EF (Registration No. 333-140795). Each ADS represents one ordinary share.
(2)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(3)	Includes 13,981,298 ordinary shares underlying the ADSs issuable upon conversion of the notes at an initial conversion price of 24.3153 of our ADSs per $1,000 principal amount of the notes, which is equal to a conversion price of approximately $41.13 per ADS. Pursuant to Rule 416 under the Securities Act of 1933, such number of ordinary shares registered hereby also includes such indeterminate number of ordinary shares that may be issued in connection with a share split, share dividend, recapitalization or similar event.
(4)	Pursuant to Rule 457(i) under the Securities Act, there is no additional filing fee with respect to the ordinary shares underlying the ADSs issuable upon conversion of the notes because no additional consideration will be received in connection with the exercise of the conversion privilege.
(5)	There is being registered hereunder, in connection with the resale by the selling securityholders, 13,981,298 ordinary shares underlying the ADSs issuable upon conversion of the notes.
(6)	There is being registered hereunder 1,310,328 ordinary shares in the form of ADSs which may be sold by the Selling Shareholders identified herein from time to time at indeterminate prices hereunder.
(7)	Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the registrant’s ADSs on the New York Stock Exchange on June 13, 2008.

PROSPECTUS June 17, 2008

Suntech Power Holdings Co., Ltd.

$575,000,000 Aggregate Principal Amount of
3.00% Convertible Senior Notes due 2013
and
American Depositary Shares Representing Ordinary Shares Issuable Upon Conversion of
the Notes

1,310,328 American Depositary Shares Representing 1,310,328 Ordinary Shares

          We issued $575,000,000 aggregate principal amount of 3.00% convertible senior notes due 2013 in a private placement in March 2008. This prospectus will be used by selling securityholders to resell their notes and the American Depositary Shares, or ADSs, issuable upon conversion of the notes, including our ordinary shares, par value $0.01 per share, represented by the ADSs. In addition, this prospectus may also be used by certain shareholder, which owns 1,310,328 of our ordinary shares, to sell up to 1,310,328 ordinary shares in the form of ADSs. Each ADS represents one of our ordinary share. We will not receive any proceeds from (1) the selling securityholders’ sale of the notes or the ADSs issuable upon conversion of the notes, including the ordinary shares represented by the ADSs or (2) the Selling Shareholders’ sale of our ordinary shares in the form of ADSs.

          The notes mature on March 15, 2013. The notes bear interest at the rate of 3.00% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2008, to holders of record at the close of business on the preceding March 1 and September 1, respectively. The notes will be convertible into our ADSs based on an initial conversion rate, subject to adjustment, of 24.3153 ADSs per $1,000 principal amount of notes (which represents an initial conversion price of approximately $41.13 per ADS) only under the following circumstances: (i) if the closing price of our ADSs reaches specified thresholds, (ii) if the trading price of the notes falls below specified thresholds, (iii) if specified corporate transactions occurs or (iv) during specified periods, except that in lieu of delivering our ADSs upon conversion, we may elect to deliver cash or a combination of cash and our ADSs.

          If we experience a fundamental change, as described in this prospectus, holders of the notes may require Suntech to repurchase all or a portion of their notes for cash, at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding the fundamental change repurchase date.

          The notes are senior unsecured obligations and rank equally with our existing and future senior unsecured indebtedness. The notes will be effectively subordinated to all of our existing and future secured indebtedness and all existing and future liabilities of our subsidiaries, including trade payables.

          Our ADSs are listed on the New York Stock Exchange under the symbol “STP.” On June 13, 2008, the closing sale price of our ADSs on the New York Stock Exchange was $41.10 per ADS.

          Investing in the notes involves significant risks. See “Risk Factors” beginning on page 15.

Neither the Securities Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined in this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 17, 2008.

Table of Contents

	Page
Summary		1
Risk Factors		15
Cautionary Statement Regarding Forward Looking Statements		38
Use of Proceeds		40
Ratio of Earnings to Fixed Charges		41
Price Range of Our American Depositary Shares		42
Dividend Policy		43
Capitalization		44
Exchange Rate Information		45
Enforceability of Civil Liabilities		46
Description of the Notes		48
Description of Share Capital		80
Description of American Depositary Shares		87
Taxation		93
Certain ERISA Considerations		102
Selling Securityholders and Selling Shareholders		104
Plan of Distribution		106
Where You Can Find Additional Information		109
Incorporation of Certain Documents by Reference		110
Legal Matters		111
Experts		112
EX-4.4 Indenture, dated as of March 17, 2008.
EX-4.5 Registration Rights Agreement, dated as of March 17.
EX-5.1 Opinion of Maples & Calder.
EX-5.2 Opinion of Simpson Thacher & Bartlett LLP.
EX-8.1 Opinion of Simpson Thacher & Bartlett LLP.
EX-8.2 Opinion of Grandall Legal Group (Shanghai).
EX-12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
EX-23.1 Consent of Deloitte Touche Tohmatsu CPA Ltd.
EX-25.1 Statement of eligibility of trustee

          You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of these documents. We are not making an offer of these securities in any state or jurisdiction where the offer is not permitted.

ABOUT THIS PROSPECTUS

          This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a shelf registration process. Under this shelf process, the selling securityholders may sell, from time to time, the 3.00% Convertible Senior Notes due 2013 that we issued in March 2008, which we refer to as the notes, as well as the ADSs issuable upon conversion of the notes. In addition, the Selling Shareholders identified hereof may sell, from time to time, up to 1,310,328 ordinary shares in the form of ADSs in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of those securities and their offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

          Unless otherwise indicated, references in this prospectus to:

• “$” and “U.S. dollars” are to the legal currency of the United States;

• “¥” and “Japanese Yen” are to the legal currency of Japan;

i

• “ADRs” are to the American depositary receipts, which, if issued, evidence our ADSs;

• “ADSs” are to our American depositary shares, each of which represents one ordinary share;

• “BIPV” are to building-integrated photovoltaics, which integrate solar energy generation into the design of a building or structure so that the PV modules also serve as structural or design elements;

• “China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau;

• “conversion efficiency” are to the ability of PV products to convert sunlight into electricity; “conversion efficiency rate” is commonly used in the PV industry to measure the percentage of light energy from the sun that is actually converted into electricity;

• “cost per watt” and “price per watt” are to the method by which the cost and price of PV products, respectively, are commonly measured in the PV industry. A PV product is priced based on the number of watts of electricity it can generate;

• “MSK” are to “MSK Corporation,” our subsidiary in Japan in which we own 66.9% of equity interests as of the date of this prospectus;

• “off-grid system” are to the PV system that operates on a stand-alone basis to provide electricity independent of an electricity transmission grid;

• “on-grid system” are to the PV system that is connected to an electricity transmission grid and feeds electricity generated into the electricity transmission grid;

• “ordinary shares” are to our ordinary shares, par value $0.01 per share;

• “Pluto technology” are to our high efficiency PV cell technology that replicates some attributes of the PERL PV cell, which was developed by the University of New South Wales in Australia and currently holds the world record conversion efficiency of 24.7%;

• “PV” are to photovoltaic. The photovoltaic effect is a process by which sunlight is converted into electricity;

• “PV cell” are to a device made from a silicon wafer that converts sunlight into electricity through a process known as the photovoltaic effect;

• “PV module” are to an assembly of PV cells that have been electrically interconnected and laminated in a durable and weather-proof package;

• “PV system” are to a package of one or more PV modules that are physically mounted and electrically interconnected, with system components such as batteries and power electronics, to produce and reserve electricity;

• “RMB” and “Renminbi” are to the legal currency of China;

• “Suntech,” “we,” “us,” “our company” and “our” are to Suntech Power Holdings Co., Ltd., its predecessor entities and its consolidated subsidiaries;

• “Suntech BVI” are to “Power Solar System Co., Ltd.,” our directly wholly owned subsidiary in the British Virgin Islands;

• “Suntech China” are to “Wuxi Suntech Power Co., Ltd.,” our predecessor and wholly owned subsidiary in China; and

ii

• “thin film technology” are to the PV technology that involves depositing several thin layers of silicon or more complex materials on a substrate such as glass to make a PV cell.

iii

SUMMARY

          This summary highlights information contained elsewhere or incorporated by reference in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in the notes. You should read the entire prospectus carefully, including the section titled “Risk Factors” and our financial statements and the notes to those financial statements, which are incorporated by reference, and the other financial information appearing elsewhere or incorporated by reference in this prospectus.

Overview

          We are one of the leading solar energy companies in the world as measured by production output in 2006, with leading positions in key solar markets. Since we commenced business operations in May 2002, we have grown rapidly to become the world’s fourth largest manufacturer of photovoltaic, or PV, cells in 2006, based on production output, according to the March 2007 issue of Photon International, a magazine covering the international PV industry. We believe that we are a key player in the rapidly expanding solar power industry globally, and we believe that we were the largest provider of PV modules in Spain and the second largest provider of PV modules in Germany in 2007. We design, develop, manufacture and market a variety of PV cells and modules, including a broad range of value-added building-integrated photovoltaics, or BIPV, products. We also provide PV system integration services to our customers in China. Our products are used to provide reliable and environmentally friendly electric power for residential, commercial, industrial and public utility applications in various markets worldwide.

          We sell our products in various key solar energy markets worldwide including Germany, Spain, the United States, China, Japan, Italy and South Korea. We currently sell our products primarily through a selected number of value-added resellers such as distributors and system integrators and to end users such as project developers that have particular expertise and experience in a given geographic or applications market. We have also been actively establishing local sales offices in our key markets such as Germany and Spain and in markets we believe to have significant potential such as Japan, Australia and South Korea. We plan to increase our direct sales activities in Europe, the United States and Japan. We believe that our local sales offices will enhance our ability to localize customer service and support, which will help foster closer relationships with our key customers.

          We believe that we have been able to grow rapidly because of our ability to capitalize on the PV market’s demand for high efficiency products at low cost per watt. Our strong research and development capabilities have enabled us to develop advanced process technologies and manufacture, cost-effectively and on a large scale, PV cells and modules with high conversion efficiencies. Conversion efficiency rates measure the ability of PV products to convert sunlight into electricity. As of December 31, 2007, the average conversion efficiency rates of our monocrystalline and multicrystalline silicon PV cells were 16.4% and 14.9%, respectively. In 2007, we initiated pilot production of PV cells utilizing the Pluto technology, a next-generation PV technology that allows us to achieve conversion efficiency rates in the range of 18.0% to 19.0% on PV cells manufactured with monocrystalline silicon wafers. We plan to further evaluate the Pluto technology by installing a commercial production line for PV cells that utilizes Pluto technology in 2008.

          We believe our China-based design, development and manufacturing facilities provide us with several competitive advantages, including access to low-cost technical expertise, skilled labor and facilities. We leverage our cost advantages by optimizing the balance between automation and manual operations in our manufacturing processes, which we believe lowers our operating costs and capital expenditures and enables us to expand our manufacturing capacity in a cost-effective manner. We continuously evaluate and adjust our combination of automated and manual operations in our manufacturing processes in order to optimize our cost structure while improving our manufacturing yields and quality.

          As of December 31, 2007, our annualized aggregate PV cell manufacturing capacity reached 540 megawatts, or MW, per annum, increased significantly from 10 MW in 2002, when we completed our first PV cell manufacturing line. We plan to further increase our aggregate manufacturing capacity of PV cells to one gigawatt, or GW, per annum by the end of 2008.

1

          Our net revenues increased from $226.0 million in 2005 to $1,348.3 million in 2007, representing a compound annual growth rate, or CAGR, of 144.2%. Our net income increased from $30.6 million in 2005 to $171.3 million in 2007, representing a CAGR of 136.5%.

Industry Background

          The PV industry has experienced significant growth over the past decade and continued its strong momentum in 2006. According to Solarbuzz, an independent solar energy research firm, the global PV market, as measured by annual PV system installations, increased from 427 MW in 2002 to 1,744 MW in 2006, representing a CAGR of 42.2%. While the global solar market was still dominated by demand from Germany, demand from other European countries and the United States grew rapidly by 107.9% and 33.3%, respectively, in 2006 year-on-year. In recent years, in addition to crystalline silicon-based technology, other PV technologies, such as thin film, have developed quickly and have shown the potential to compete with the crystalline silicon-based technology on a cost-effective basis.

          Despite rapid growth in the PV industry, solar energy only constitutes a small fraction of the world’s total energy output and has significant growth potential. We believe the following factors will continue to drive demand in the global PV industry, including the demand for our products and services:

• rising energy demand, but limited and increasingly expensive fossil energy resources;

• increasing environmental awareness, regulations and taxes limiting emissions from fossil fuels;

• growing adoption of government incentives for solar energy worldwide;

• narrowing cost differentials between solar energy and conventional energy sources, which is caused by market-wide decrease of average selling prices for PV products that has made solar energy more cost-effective;

• an anticipated increase in the worldwide supply of solar-grade polysilicon and silicon wafers over the next few years which will drive down their cost and, consequently, the total manufacturing cost of PV products; and

• reliability, modularity, scalability and other advantages of solar energy.

Our Competitive Strengths

          We believe that our competitive strengths enable us to take advantage of the rapid growth in the PV industry and compete effectively in the global PV market:

• a leading independent developer and manufacturer of PV cells and modules with high growth and profitability;

• strong research and development capabilities in PV technology;

• extensive international distribution channels and widely recognized brand name;

• established relationships with key suppliers and flexible silicon sourcing model;

• flexible China-based, low-cost manufacturing model; and

• experienced management team with proven technology and operational record.

2

Our Strategies

          Our objective is to be the global market leader for the development and manufacture of PV products and spearhead the movement to deliver solar-based electricity at a cost equal to the cost of retail electricity, otherwise known as “grid parity”. We intend to grow our business by pursuing the following strategies:

• enhance leading-edge technology through continuous innovation;

• continue to improve conversion efficiency while reducing manufacturing costs;

• secure additional long-term, low-cost raw material supplies through a balanced and flexible approach;

• further penetrate into our existing market, develop new markets and expand our customer base and product mix;

• expand manufacturing capacity by leveraging our access to low-cost resources; and

• capitalize on our leading market position in developed markets to continue fostering and capturing future growth in China.

Our Challenges

          We believe that the following are some of the major risks and uncertainties that may materially affect us:

• our failure to obtain sufficient quantities of polysilicon and silicon wafers at commercially reasonable prices;

• the reduction or elimination of government subsidies and economic incentives for on-grid solar energy applications;

• limited adoption of PV technology and insufficient demand for PV products;

• our inability to manage our expanding operations effectively; and

• intense competition from both renewable and conventional energy sources.

3

Summary Consolidated Financial Data

          You should read the summary consolidated financial data set forth below in conjunction with our annual report on Form 20-F for the year ended December 31, 2007 and our consolidated financial statements and related notes, and other financial information. The consolidated statement of operations data for the years ended December 31, 2005, 2006 and 2007 and the consolidated balance sheet data as of December 31, 2006 and 2007 have been derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. Our historical results do not necessarily indicate our results expected for any future periods.

	Year Ended December 31,
	2005		2006		2007
Consolidated Statement of Operations Data (in thousands, except share, per share and ADS data)
Net revenues	$	226,000	$	598,870	$	1,348,262
Gross profit		68,562		148,888		274,057
Operating expenses		25,899		45,659		102,471
Income from operations		42,663		103,229		171,586
Net income	$	30,628		106,002		171,275
Deemed dividend on Series A redeemable convertible preferred shares	$	2,406		—		—
Net income attributable to holders of ordinary shares	$	28,222	$	106,002	$	171,275
Net income per share and ADS
— Basic	$	0.31	$	0.71	$	1.13
— Diluted	$	0.26	$	0.68	$	1.02
Shares used in computation
— Basic		92,047,507		148,697,962		151,669,307
— Diluted		116,825,138		156,106,345		169,257,283

	Year Ended December 31,
	2005		2006			2007
Other Consolidated Financial Data (in percentages)
Gross margin		30.3		24.9			20.3
Operating margin		18.9		17.2			12.7
Net margin		13.5		17.7			12.7
Selected Operating Data
Products sold (in MW)
PV modules		49.8		121.1			358.8
PV cells		17.9		38.5			4.5
Total		67.7		159.6	(1)		363.3	(1)
Average selling price (in $  per watt)
PV modules		3.42		3.89			3.72
PV cells		3.05		3.23			3.06

(1) In addition to the 159.6 MW and 363.3 MW PV cells and modules, we also sold PV system integration services which amounted to 0.5 MW and 0.4 MW in 2006 and 2007, respectively.

	As of December 31,
	2006		2007
	(In thousands)
Consolidated Balance Sheet Data
Cash and cash equivalents	$	225,530	$	520,966
Inventories		200,292		176,173
Accounts receivable		98,855		237,613
Advance to suppliers		79,444		61,875
Total current assets		716,408		1,257,479
Property, plant and equipment, net		113,750		292,987
Long-term loan to suppliers		22,246		103,309
Long-term prepayments		132,314		161,661
Total assets		1,097,955		1,957,047

4

	As of December 31,
	2006		2007
	(In thousands)
Short-term bank borrowings		288,185		321,163
Total current liabilities		356,823		478,124
Long-term bank borrowings		19,656		20,672
Convertible notes		—		500,000
Accrued warranty costs		8,845		22,506
Total shareholders’ equity		652,463		888,050
Total liabilities and shareholders’ equity	$	1,097,955	$	1,957,047

Recent Developments

     The following unaudited selected interim consolidated financial data for the three months ended March 31, 2007 and 2008 and as of March 31, 2008 have been derived from our unaudited interim consolidated financial statements for the three months ended and as of March 31, 2007 and 2008. The following selected consolidated balance sheet data as of December 31, 2007 have been derived from our audited consolidated balance sheet as of December 31, 2007, which was included in our annual report on Form 20-F for the year ended December 31, 2007 that was filed with the U.S. Securities and Exchange Commission on March 28, 2008. You should read the following financial information together with our audited financial statements and the related notes as well as “Item 5—Operating and Financial Review and Prospects” included in our annual report on Form 20-F for the year ended December 31, 2007. Our unaudited interim financial statements for the three months ended March 31, 2007 and 2008 and as of March 31, 2008 reflect all adjustments, consisting only of normal and recurring adjustments, that are, in the opinion of our management, necessary for a fair presentation of our financial position and results of operations in the interim periods presented. Results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the full year. The historical results are not necessarily indicative of results to be expected in any future period.

	Three months ended March 31
	2007			2008
	(In thousands, except share, per share, and per ADS
	data)
Consolidated Statements of Operating Data:
Total net revenues	$	246,696		$	434,514
Total cost of revenues		199,713			338,107
Gross profit		46,983			96,407
Selling expenses		5,686			15,273
General and administrative expenses		9,103			16,499
Research and development expenses		3,659			2,792
Total operating expenses		18,448			34,564
Income from operations		28,535			61,843
Interest expense		(4,419	)		(9,008	)
Interest income		6,203			5,041
Foreign exchange gain (loss)		(2,103	)		2,906
Other expenses, net		(1,749	)		(803	)
Earnings before income taxes, minority interest and equity in earnings of affiliates		26,467			59,979
Net income after taxes before minority interest and equity in earnings of affiliates		24,376			54,456

5

	Three months ended March 31
	2007			2008
	(In thousands, except share, per share, and per ADS
	data)
Tax provision		(2,091	)		(5,523	)
Minority interest		1,536			1,346
Equity in earnings of affiliates, net of taxes		182			—
Net income	$	26,094		$	55,802
Net income per share and per ADS:
- Basic	$	0.17		$	0.36
- Diluted	$	0.16		$	0.33
Shares and ADSs used in computation:
- Basic		150,487,272			153,124,488
- Diluted		164,087,838			173,770,151

6

	As of December 31, 2007		As of March 31, 2008
	(In thousands)
Consolidated Balance Sheet Data:
Assets
Current assets:
Cash and cash equivalents	$	520,966	$	1,020,259
Restricted cash		94,685		97,646
Inventories		176,173		178,262
Accounts receivable		237,614		271,382
Value-added tax recoverable		72,061		108,650
Advances to suppliers		61,875		82,400
Other current assets		94,105		150,750
Total current assets		1,257,479		1,909,349
Property, plant and equipment, net		292,987		329,108
Intangible assets, net		85,967		107,076
Goodwill		29,793		33,973
Investments in affiliates		1,027		—
Long-term prepayments		161,661		184,797
Long-term loan to a supplier		103,308		83,144
Other non-current assets		24,825		94,530
Total Assets	$	1,957,047	$	2,741,977
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term borrowings, including current portion of long-term bank borrowings	$	321,163	$	442,612
Accounts payable		58,906		73,102
Other current liabilities		98,055		96,679
Total current liabilities		478,124		612,393
Long-term bank borrowings		20,672		12,965
Convertible notes		500,000		1,075,000
Accrued warranty costs		22,506		27,074
Other long-term liabilities		29,794		31,026
Total liabilities		1,051,096		1,758,458
Minority interest		17,901		18,335
Total shareholders’ equity		888,050		965,184
Total Liabilities and Shareholders’ Equity	$	1,957,047	$	2,741,977

	Three months ended March 31
	2007		2008
Other Consolidated Financial Data (In percentages) :
Gross margin		19.0		22.2
Operating margin		11.6		14.2
Net margin		10.6		12.8

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     Net Revenues. Our total net revenues increased by 76.1% from $246.7 million for the three months ended March 31, 2007 to $434.5 million for the three months ended March 31, 2008. The increase was due primarily to a significant increase in both sales volume and increase in market demand for our products, coupled with our ability to secure reasonably priced silicon which complimented our operational execution.

     Cost of Revenues. Our cost of revenues increased by 69.3% from $199.7 million in the first three months ended March 31, 2007 to $338.1 million in the first three months ended March 31, 2008. The increase in our cost of revenues was due primarily to a significant increase in our expenditures on raw materials, which was caused by an increase in the quantity of polysilicon and silicon wafers needed as a result of the significant increase in the volume of PV products we sold and, to a lesser extent, increases of unit costs of polysilicon and silicon wafers. Cost of revenues as a percentage of our total net revenues decreased from 81.0% in the three months ended March 31, 2007 to 77.8% in the three months ended March 31, 2008. This decrease was due primarily to an increase in the average selling price of our products due to stronger market demand. The decrease was partially offset by an increase in our average cost of polysilicon and silicon wafers as a result of the increase in market price of polysilicon and silicon wafers. .

     Operating Expenses. Our operating expenses increased by 87.4% from $18.4 million in the three months ended March 31, 2007 to $34.6 million in the three months ended March 31, 2008. The increase in operating expenses was mainly attributable to an increase in expenses associated with the expansion of Suntech’s global sales network, marketing associated expenses, bank service charges due to increased financing costs and bank commission charges in China, as well as increases in our bad debt provision on certain long-aging receivables. The operating expenses as a percentage of our total net revenues increased from 7.5% in the three months ended March 31, 2007 to 8.0% in the three months ended March 31, 2008.

• Our selling expenses increased significantly from $5.7 million in the three months ended March 31, 2007 to $15.3 million in the three months ended March 31, 2008 and, as a percentage of our total net revenues, from 2.3% in the three months ended March 31, 2007 to 3.5% in the three months ended March 31, 2008. The increase in our selling expenses was primarily attributable to the expansion of Suntech’s global sales network and marketing associated expenses. The increase was also attributable to increases in our provision for warranties as a result of our increased sales and increased salary and benefits paid to our sales and marketing personnel as a result of increased headcount.

• Our general and administrative expenses increased by 81.2% from $9.1 million in the three months ended March 31, 2007 to $16.5 million in the three months ended March 31, 2008 and, as a percentage of our total net revenues from 3.7% in the three months ended March 31, 2007 to 3.8% in the three months ended March 31, 2008. The increase in our general and administrative expenses was due primarily to increases in bad-debt provision on certain long-aging receivables, consultancy expenses for professional services and salary and benefit expenses of administrative, finance and human resources personnel as a result of increased headcount, as well as an increase in share-based compensation expense for share options granted to certain of our administrative personnel.

• Our research and development expenses decreased by 23.7% from $3.7 million in the three months ended March 31, 2007 to $2.8 million in the three months ended March 31, 2008 and, as a percentage of our total net revenues from 1.5% in the three months ended March 31, 2007 to 0.6% in the three months ended March 31, 2008. The decrease in our research and development expenses was due primarily to a decrease in share-based compensation expenses for our research and development employees.

     Interest (Income) Expense, net. Our net interest income was $1.8 million in the three months ended March 31, 2007, compared with net interest expense of $4.0 million in the three months ended March 31, 2008. The increase of net interest expense in the three months ended March 31, 2008 resulted from increased activity in short-term bank borrowings as well as additional interest expense associated with the convertible notes we issued in February 2007 and March 2008.

     Foreign Exchange Gain (Loss). Our foreign exchange gain was $2.9 million in the three months ended March 31, 2008, compared to a foreign exchange loss of $2.1 million in the three months ended March 31, 2007 due to the appreciation of the Euro against the US dollar coupled with an increase in Euro-denominated sales.

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     Tax Provision. Our tax provision increased significantly from $2.1 million in the three months ended March 31, 2007 to $5.5 million in the three months ended March 31, 2008 primarily as a result of the increase of our taxable income and an increase in the effective income tax rate of our subsidiaries.

Balance Sheet Analysis

     As of March 31, 2008, we had cash and cash equivalents of $1.0 billion, compared to $521.0 million as of December 31, 2007. The increase was primarily due to the completion of a $575 million convertible notes offering in March 2008. Inventory totaled $178.3 million as of March 31, 2008 compared to $176.2 million as of December 31, 2007.

Capital Expenditures

     In the three months ended March 31, 2008, capital expenditures, which were primarily related to production capacity expansion and the construction of our new production facilities, totaled $63.2 million and depreciation and amortization expenses totaled $7.7 million.

Business Highlights for the Three Months Ended March 31, 2008

     We also entered into a 4MW module supply agreement with Enerray, an Italian designer, developer and manager of photovoltaic systems during the first quarter. Our modules will be installed by Enerray in PV systems for the rooftops of large Italian industrial complexes. In addition, we signed an agreement with Hanau Energies SAS to supply a 4.5MW BIPV system to a farm located in Alsace, France. The project will be one of the largest BIPV installations ever built and will employ our ‘Just Roof’ modules to form complete weatherproof roofs on five agricultural warehouses.

     We also entered into polysilicon supply agreements with several suppliers, and announced the second phase of a strategic cooperative agreement with Nitol Solar, an independent polysilicon producer. We will acquire a minority interest in Nitol Solar for total consideration of up to $100 million. In an amendment to the original 7-year silicon supply contract, Nitol Solar has agreed to substantially increase the aggregate committed volumes to be supplied between 2009 to 2015. In addition, we entered an eight-year polysilicon supply agreement with DC Chemical Co. Ltd. with a total value of approximately $631 million from 2009 to 2016. Furthermore, we strengthened our relationship with Hoku Scientific, Inc. through an investment of approximately $20 million in a private placement offering, which included an amendment to the existing supply agreement that accelerated the delivery time and increased volumes to be delivered under the agreement.

     Our high efficiency Pluto technology development is on schedule. We plan to transfer Pluto technology to an evaluation phase on the first of our commercial production lines in the second quarter of 2008. This evaluation phase will involve the testing, commissioning and modification of the two unique pieces of equipment that we have developed for Pluto technology. Once the evaluation phase is completed, we will then increase the throughput of our first commercial production line to 30MW. We expect Pluto technology to have a meaningful impact on our conversion efficiency in 2009.

     In recognition of unparalleled excellence in design and delivery of high-quality PV cells and modules and the customization of energy solutions for a global client base, Suntech was awarded the 2008 Global Frost & Sullivan Company of the Year Award.

Business Highlights after March 31, 2008

     As part of our strategy to further expand our selling channels and customer base, broaden our product mix and diversify our geographical presence, we celebrated the opening of Suntech Australia in April 2008. Suntech Australia was established to focus on sales and business development in Australia, New Zealand and the Pacific Islands.

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     In April 2008, we closed on a strategic acquisition of KSL-Kuttler Automation Systems GmbH, or KSL-Kuttler, a leading manufacturer of automation systems for the Printed Circuit Board industry. KSL-Kuttler will design, develop and supply primarily automation equipment employed in our manufacturing process.

     In May 2007, Suntech entered into an agreement to acquire a minority stake in Shunda Holdings Co. Ltd, a manufacturer of solar wafers based in China, from Actis, a private equity investor in emerging markets, and Waichun Investment Fund, for a total consideration of $98.9 million. Concurrently, Suntech also entered into a 13-year silicon wafer supply agreement with Shunda, under which Shunda agreed to supply Suntech specified annual volumes of silicon wafers with a total volume of approximately 7GW from 2008 to 2020.

          Shunda is a manufacturer of silicon ingots and wafers based in Yangzhou, Jiangsu province, China. Shunda is in the final stages of building a world-class polysilicon plant in Yangzhou with a first phase capacity of 1,500 metric tons. The polysilicon plant will utilize the advanced Siemens production process, with a closed-loop recycling system, and employ equipment and engineering services from industry leading vendors including GT Solar Incorporated. Shunda intends to initiate production of solar grade polysilicon in the third quarter of 2008.

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The Offering of the Notes

Issuer	Suntech Power Holdings Co., Ltd.
Notes	$575 million aggregate principal amount of 3.00% convertible senior notes due 2013 (the “notes”).
Maturity	The notes will mature on March 15, 2013, unless earlier repurchased or converted.
Interest payment dates	The notes bear interest at a rate of 3.00% per year. Interest accrues from and including the issuance date or the last date in respect of which interest has been paid or provided for, as the case may be, to, but excluding, the next interest payment date or the relevant maturity date, as the case may be. Interest is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2008, to the holders of record at the close of business on the preceding March 1 and September 1, respectively.
Ranking	The notes are our senior unsecured obligations and rank equally with all of our existing and future senior unsecured indebtedness. The notes are effectively subordinated to all of our existing and future secured indebtedness and all existing and future liabilities of our subsidiaries, including trade payables. As of December 31, 2007, our subsidiaries had approximately $341.8 million of indebtedness and other obligations, to which the notes would be structurally subordinated. All our operations are conducted through our subsidiaries.
Conversion rights	The notes are convertible into, at our election, our ADSs, cash or a combination thereof based on an initial conversion rate, subject to adjustment, of 24.3153ADSs per $1,000 principal amount of notes (which represents an initial conversion price of approximately $41.13 per ADS), only in the following circumstances and to the following extent:
	•   the notes will be convertible during any calendar quarter after the calendar quarter ending June 30, 2008, if the closing sale price of our ADSs for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 100% of the conversion price of such notes in effect on the last trading day of the immediately preceding calendar quarter;
	•   the notes will be convertible during the five consecutive business days immediately after any five consecutive trading day period (we refer to this five consecutive trading day period as the “note measurement period”) if the average trading price per $1,000 principal amount of notes during the note measurement period was equal to or less than 97% of the average conversion value of the notes during such period;
	•   the notes will be convertible if we make certain distributions on our ordinary shares or engage in certain transactions; and
	•   the notes will be convertible at any time during the period from, and including, December 15, 2012 to, and including, the third business day preceding their maturity date.

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Settlement upon conversion	In lieu of delivery of ADSs in satisfaction of our obligation upon conversion of the notes, we may elect to deliver cash or a combination of cash and ADSs. We will give notice, which shall be irrevocable, to holders through the trustee of the method we choose to satisfy our obligation upon conversion. If we do not give any notice within the applicable time period as to how we intend to settle, we shall satisfy our conversion obligation only in ADSs and cash in lieu of fractional ADSs. See “Description of American Depositary Shares — Fees and Expenses” for a summary of the applicable fees and expenses of the depositary payable by holders for the issuance of ADSs upon conversion of the notes. We will treat all holders converting on the same day in the same manner, but are not obligated to settle our conversion obligations on different days in the same manner.
	If we elect to satisfy our entire conversion obligation in cash, we will deliver to you cash in an amount equal to the product of:
	•   a number equal to (1) the aggregate principal amount of notes to be converted divided by $1,000 multiplied by (2) the conversion rate, and
	•   the average daily VWAP of our ADSs during the cash settlement averaging period.
	If we elect to satisfy a percentage or fixed amount (but not all) of our conversion obligation per $1,000 principal amount of notes in cash, we will deliver to you:
	•   a dollar amount (in each case, the “cash amount”) representing the percentage that we elect of the “conversion amount” or such fixed amount per $1,000 principal amount of notes (provided that if such fixed amount exceeds the conversion amount, we will deliver the conversion amount in cash in lieu of such fixed amount); and
	•   a number of ADSs per $1,000 principal amount of notes equal to the sum, for each VWAP trading day of the cash settlement averaging period, of the greater of:
	•   zero, and
	•   a number of ADSs determined by the following formula:
	(daily VWAP of our ADSs on such VWAP trading day X the conversion rate) — the cash amount
	daily VWAP of our ADSs on such VWAP trading day X 20
	Except in some instances, the “cash settlement averaging period” generally means the 20 consecutive VWAP trading day period beginning on, and including, the second VWAP trading day after the conversion date.
	The “conversion amount” means the average of the products for each VWAP trading day of the cash settlement averaging period of (i) the conversion rate for such day multiplied by (ii) the daily VWAP of our ADSs on such day multiplied by (iii) the aggregate principal amount of notes to be converted divided by $1,000.
	The “daily VWAP” for our ADSs means, for each of the 20

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	consecutive VWAP trading days during each cash settlement averaging period, the per ADS volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page STP.N <equity> AQR (or any equivalent successor page if such page is not available) in respect of the period from the scheduled open of trading on the principal trading market for our ADSs to the scheduled close of trading on such market on such VWAP trading day, or if such volume-weighted average price is unavailable, the market value of one ADS on such VWAP trading day as our board of directors determines in good faith using a volume-weighted method.
	A “VWAP trading day” means a day during which (i) trading in our ADSs generally occurs on the principal U.S. national securities exchange on which our ADSs are listed and (ii) there is no VWAP market disruption event (as defined in the indenture). If our ADSs are not so listed, then “VWAP trading day” means a business day.
	A holder that surrenders notes for conversion in connection with a “make-whole fundamental change” may in certain circumstances be entitled to an increased conversion rate. See “Description of the Notes — Conversion Rights.”
Our ADSs	Each ADS represents one ordinary share, par value $0.01 per ordinary share. The ADSs will be evidenced by American depositary receipts, or ADRs. The depositary will be the holder of the ordinary shares under the ADSs and you will have the right of an ADR holder as provided in the deposit agreement among us, the depositary and owners and beneficial owners of ADSs from time to time. We will not treat holders of ADSs as our shareholders. See “Risk Factors — Risks relating to the Notes, our Ordinary Shares and our ADSs” for a description of certain risks relating to our ADSs.
	See “Description of American Depositary Shares — Fees and Expenses” for a summary of the fees and expenses of the depositary payable by holders with respect to any ADSs they receive upon conversion of the notes.
Sinking fund	None.
Right of holder to require us to repurchase notes if a fundamental change occurs	If a fundamental change, as described in this prospectus, occurs, holders may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
	See “Description of the Notes — Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change.”
Events of default	If an event of default on the notes has occurred and is continuing, the principal amount of the notes, plus any accrued and unpaid interest, may be declared immediately due and payable, subject to certain conditions set forth in the indenture. These amounts automatically become due and payable upon certain events of default involving bankruptcy, insolvency or reorganization with respect to us or our subsidiaries. See “Description of the Notes — Events of Default.”
Use of proceeds	We will not receive any proceeds from the selling securityholders’

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	sale of the notes or the ADSs issuable upon conversion of the notes, including our ordinary shares represented by such ADSs. We will not receive any proceeds from the Selling Shareholders’ sale of our ordinary shares in the form of ADSs.
Book Entry Form	The notes were issued in book-entry-only form and will be represented by one or more global certificates, without interest coupons, deposited with, or on behalf of, DTC and registered in the name of a nominee of DTC. Beneficial interests in the notes will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants. Except in limited circumstances, holders may not exchange interests in their notes for certificated securities.
	See “Description of the Notes — Form, Denomination and Registration of Notes.”

          For a more complete description of the terms of the notes, see “Description of the Notes.” For a more complete description of our ordinary shares and ADSs, see “Description of Share Capital” and “Description of American Depositary Shares,” respectively.

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RISK FACTORS

          You should carefully consider the specific risk factors set forth below as well as the other information contained or incorporated by reference in this prospectus before deciding to invest in the notes. Some factors in this section are “forward-looking statements.” See the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Company and Our Industry

We are currently experiencing and may continue to experience an industry-wide shortage of polysilicon and silicon wafers. Our failure to obtain sufficient quantities of polysilicon and silicon wafers in a timely manner could disrupt our operations, prevent us from operating at full capacity or limit our ability to expand as planned, which will reduce, and limit the growth of, our manufacturing output and revenue.

          Polysilicon and silicon wafers are the most important raw materials used in the production of our PV products. To maintain competitive manufacturing operations, we depend on the timely delivery by our suppliers of polysilicon and silicon wafers in sufficient quantities. Although we have secured a significant portion of our expected silicon requirement for 2008 through our fixed-term contracts, we still expect to depend on spot market purchases to a significant extent. The global supply of polysilicon and silicon wafers is controlled by a limited number of producers, and there is currently an industry-wide shortage. This shortage is the result of a combination of factors, including the significant increase in demand for polysilicon and silicon wafers due to the rapid growth of the PV industry and the significant lead time required for building additional capacity for polysilicon production.

          Partly as a result of the industry-wide shortage, we have from time to time faced the prospect of a shortage of polysilicon and silicon wafers and late or failed delivery from suppliers. We may experience actual shortages of polysilicon and silicon wafers or late or failed delivery in the future for the following reasons, among others. First, the terms of our polysilicon and silicon wafer contracts with, or purchase orders to, our suppliers may be altered or cancelled by the suppliers with limited or no penalty to them, in which case we may not be able to recover damages fully or at all. Second, as we only began our business operations in August 2002, we generally do not have a long history with our polysilicon and silicon wafer suppliers and cannot guarantee you that they will be able to meet our production needs consistently or on a timely basis. Some of our polysilicon and silicon wafer suppliers do not manufacture silicon themselves, but instead purchase their requirements from other vendors. It is possible that these suppliers will not be able to obtain sufficient polysilicon or silicon wafers to satisfy their contractual obligations to us. Third, compared to us, many of our competitors who also purchase polysilicon and silicon wafers from our suppliers have had longer and stronger relationships with and greater buying power and bargaining leverage over some of our key suppliers.

          If we fail to obtain delivery of polysilicon and silicon wafers in amounts and according to time schedules as we expect, we may be forced to reduce production, which will adversely affect our revenues, or to secure additional polysilicon and silicon wafers in the spot market, which could adversely affect our margins. Our failure to obtain the required amounts of polysilicon and silicon wafers on time and at commercially reasonable prices can seriously hamper our ability to meet our contractual obligations to deliver PV products to our customers. Any failure by us to meet such obligations could have a material adverse effect on our reputation, retention of customers, market share, business and results of operations and may subject us to claims from our customers and other disputes. In addition, our failure to obtain sufficient polysilicon and silicon wafers will result in under-utilization of our existing and new production facilities and an increase of our marginal production cost, and may prevent us from implementing capacity expansion as currently planned. Any of the above events could have a material adverse effect on our growth, profitability and results of operations.

The prices of polysilicon and silicon wafers may continue to rise or be subject to significant volatility, which may reduce our profitability or force us to scale down production. In addition, the prices of PV modules may continue to decline, which may reduce our revenue and profitability.

          The industry-wide shortage of polysilicon and silicon wafers has resulted in sharp increases and significant volatility in polysilicon and silicon wafer prices since 2003. Although we seek to control our costs of raw materials by planning and managing the timing of our spot market purchases, there is no assurance that we will accurately

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predict future pricing trends or that we can achieve our objective of securing adequate quantities of polysilicon and silicon wafers at competitive prices. Our average purchase price of polysilicon and silicon wafers has increased significantly over the past three years. We believe the average price of polysilicon and silicon wafers will remain high and could increase further in the near term. The increasing price of polysilicon and silicon wafers has largely contributed to the increase in our production costs for PV cells and modules in the past three years and may continue to have the same effect in the future, notwithstanding our continuing efforts to use polysilicon and silicon wafers more efficiently. In addition, we may not be able to pass to our customers our increased production costs resulting from, among other things, the increased costs of polysilicon and silicon wafers. There were signs of a modest decline in PV product prices in 2007. As a result, the average selling price per watt of our PV cells decreased from $3.23 in 2006 to $3.06 in 2007, while the average selling price per watt of our PV modules decreased from $3.89 in 2006 to $3.72 in 2007. Over the same period, our gross margin decreased from 24.9% in 2006 to 20.3% in 2007. Any significant decline of the price for PV modules, together with the rising production costs of PV modules, would materially and adversely affect our profitability and results of operations.

          Sales to our customers are typically made through non-exclusive, short-term arrangements where the contract prices are typically agreed upon between our customers and us on a monthly or quarterly basis, and as such, our actual revenues and margins can vary significantly from our forecasts. Despite the rise in the price of polysilicon and silicon wafers, PV module manufacturers worldwide are expanding their production capacities in response to the growing popularity worldwide of PV products. We believe that such capacity expansion, particularly in markets where government subsidies for solar energy consumption are declining, will cause a gradual decline in the price of PV modules, which may more than offset any cost savings from technological improvements that lead to a more efficient use of polysilicon and silicon wafers.

We may not be able to manage our expansion of operations effectively.

          We commenced business operations in May 2002 and have since expanded rapidly. We anticipate significant continued expansion of our business to address growth in demand for our PV products and services, as well as to capture new market opportunities. To manage the potential growth of our operations, we will be required to improve our operational and financial systems, procedures and controls, increase manufacturing capacity and output, and expand, train and manage our growing employee base. Furthermore, our management will be required to maintain and expand our relationships with our customers, suppliers and other third parties. We cannot assure you that our current and planned operations, personnel, systems, internal procedures and controls will be adequate to support our future growth. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies or respond to competitive pressures.

A significant reduction or elimination of government subsidies and economic incentives or change in government policies may have a material adverse effect on our business and prospects.

          Demand for our products depends substantially on government incentives aimed to promote greater use of solar power. In many countries in which we are currently, or intend to become, active, the PV markets, particularly the market of on-grid PV systems, would not be commercially viable without government incentives. This is because the cost of generating electricity from solar power currently exceeds, and we believe will continue to exceed for the foreseeable future, the costs of generating electricity from conventional or non-solar renewable energy sources.

          The scope of the government incentives for solar power depends, to a large extent, on political and policy developments relating to environmental concerns in a given country, which could lead to a significant reduction in or a discontinuation of the support for renewable energies in such country. Federal, state and local governmental bodies in many of our key markets, most notably Germany, Italy, Spain, the United States, France and South Korea have provided subsidies and economic incentives in the form of rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of solar power products to promote the use of solar energy in on-grid applications and to reduce dependency on other forms of energy. These government economic incentives could be reduced or eliminated altogether. In particular, political changes in a particular country could result in significant reductions or eliminations of subsidies or economic incentives. Electric utility companies that have significant political lobbying powers may also seek changes in the relevant legislation in their markets that may adversely affect the development and commercial acceptance of solar energy. A significant reduction in the scope or

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discontinuation of government incentive programs, especially those in our target markets, could cause demand for our products and our revenue to decline, and have a material adverse effect on our business, financial condition, results of operations and prospects.

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

          We have a limited operating history. We completed our first PV cell manufacturing line in August 2002 and began commercial shipment of PV cells in September 2002. With the rapid growth of the PV industry, we have experienced a high growth rate since 2002. As such, our historical operating results may not provide a meaningful basis for evaluating our business, financial performance and prospects. We may not be able to achieve a similar growth rate in future periods. Accordingly, you should not rely on our results of operations for any prior periods as an indication of our future performance.

If PV technology is not suitable for widespread adoption, or sufficient demand for PV products does not develop or takes longer to develop than we anticipate, our sales may not continue to increase or may even decline, and we may be unable to sustain profitability.

          The PV market is at a relatively early stage of development and the extent to which PV products will be widely adopted is uncertain. Market data in the PV industry are not as readily available as those in other more established industries where trends can be assessed more reliably from data gathered over a longer period of time. If PV technology proves unsuitable for widespread adoption or if demand for PV products fails to develop sufficiently, we may not be able to grow our business or generate sufficient revenues to sustain our profitability. In addition, demand for PV products in our targeted markets, including China, may not develop or may develop to a lesser extent than we anticipate. Many factors may affect the viability of widespread adoption of PV technology and demand for PV products, including:

• cost-effectiveness of PV products compared to conventional and other non-solar energy sources and products;

• performance and reliability of PV products compared to conventional and other non-solar energy sources and products;

• availability of government subsidies and incentives to support the development of the PV industry;

• success of other alternative energy generation technologies, such as fuel cells, wind power and biomass;

• fluctuations in economic and market conditions that affect the viability of conventional and non-solar alternative energy sources, such as increases or decreases in the prices of oil, coal, natural gas and other fossil fuels;

• the cost and availability of credit, loans and other funding mechanisms to finance the installation and maintenance of PV systems. For example, a rise in interest rates would likely render existing financings more expensive and be an obstacle for potential financings that would otherwise spur the growth of the PV industry;

• capital expenditures by end users of PV products, which tend to decrease when the economy slows down; and

• deregulation of the electric power industry and broader energy industry.

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We face intense competition from other companies producing solar energy and other renewable energy products.

          The PV market is intensely competitive and rapidly evolving. The number of PV product manufacturers is rapidly increasing due to the growth of actual and forecast demand for PV products and the relatively low barriers to entry. If we fail to attract and retain customers in our target markets for our current and future core products, namely PV modules and PV systems, we will be unable to increase our revenues and market share. Some of our competitors have established more prominent market positions, and if we fail to attract and retain customers and establish successful distribution networks in our target markets for our products, we will be unable to increase our sales. Our competitors include PV divisions of large conglomerates such as Sharp Corporation and Royal Sanyo Group, specialized cell manufacturers such as Q-Cells AG, as well as integrated manufacturers of PV products such as Renewable Energy Corporation and SolarWorld AG. Some of our competitors have also become vertically integrated, from upstream polysilicon and silicon wafer manufacturing to PV system integration. We expect to compete with future entrants to the PV market that offer new technological solutions.

          We may also face competition from new entrants to the PV market, including those that offer more advanced technological solutions or that have greater financial resources. A significant number of our competitors are developing or currently producing products based on the more advanced PV technologies, including thin film solar module, amorphous silicon, string ribbon and nano technologies, which may eventually offer cost advantages over the crystalline polysilicon technologies currently used by us. A widespread adoption of any of these technologies could result in a rapid decline in our position in the renewable energy market and our revenues if we fail to adopt such technologies. Furthermore, the entire PV industry also faces competition from conventional energy and non-solar renewable energy providers. Due to the relatively high manufacturing costs compared to most other energy sources, solar energy is generally not competitive without government incentive programs.

          Many of our existing and potential competitors have substantially greater financial, technical, manufacturing and other resources than we do. Our competitors’ greater size in some cases provides them with a competitive advantage with respect to manufacturing costs because of their economies of scale and their ability to purchase raw materials at lower prices. For example, those of our competitors that also manufacture semiconductors may source both semiconductor grade polysilicon and silicon wafers and solar grade polysilicon and silicon wafers from the same supplier. As a result, those competitors may have stronger bargaining power with the supplier and have an advantage over us in negotiating favorable pricing, as well as securing polysilicon and silicon wafer supplies in times of shortages. Many of our competitors also have greater brand name recognition, more established distribution networks and larger customer bases. In addition, many of our competitors have well-established relationships with our current and potential distributors and have extensive knowledge of our target markets. As a result, they may be able to devote more resources to the research, development, promotion and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. Our failure to adapt to changing market conditions and to compete successfully with existing or new competitors may materially and adversely affect our financial condition and results of operations.

Advance payments and interest free loans we provide to our polysilicon and silicon wafer suppliers and equipment suppliers expose us to the credit risks of such suppliers and may increase our costs and expenses, which could in turn have a material adverse effect on our liquidity.

          Under existing supply contracts with most of our multi-year polysilicon and silicon wafer suppliers and our equipment suppliers, consistent with industry practice, we make advance payments to our suppliers prior to the scheduled delivery dates for polysilicon, silicon wafers and equipment. In many such cases, we make the advance payments without receiving collateral for such payments. As a result, our claims for such payments would rank as unsecured claims, which would expose us to the credit risks of our suppliers in the event of their insolvency or bankruptcy. Moreover, some of our supply contracts may require us to provide interest free loans or equity-based incentives, which we may not be able to recover and would suffer losses should such suppliers fail to fulfill their delivery obligations under the contracts. Our claims against the defaulting suppliers would rank below those of secured creditors, which would undermine our chances of obtaining the return of our advance payments or interest free loans. Accordingly, any of the above scenarios may have a material adverse effect on our financial condition, results of operations and liquidity.

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Our ability to adjust our materials costs may be limited as a result of entering into prepaid, fixed-priced arrangements with our suppliers, and it therefore may be difficult for us to respond appropriately in a timely manner to market conditions, which could materially and adversely affect our cost of revenues and profitability.

          We have in the past secured, and plan to continue to secure, our supply of polysilicon and silicon wafers through prepaid supply arrangements with overseas and domestic suppliers. In the past three years, we entered into supply contracts with some of our suppliers, under which these suppliers agreed to provide us with specified quantities of polysilicon and silicon wafers and we have made prepayments to these suppliers in accordance with the supply contracts. The prices of the supply contracts we entered into with some of our suppliers are fixed. If the prices of polysilicon or silicon wafers were to decrease in the future and we are locked into prepaid, fixed-price arrangements, we may not be able to adjust our materials costs, and our cost of revenues would be materially and adversely affected. In addition, if demand for our PV products decreases, we may incur costs associated with carrying excess materials, which may have a material adverse effect on our operating expenses. To the extent we are not able to pass these increased costs and expenses to our customers, our profitability may be materially reduced.

We require a significant amount of cash to fund our operations as well as meet future capital requirements. If we cannot obtain additional capital when we need it, our growth prospects and future profitability may be materially and adversely affected.

          We typically require a significant amount of cash to fund our operations, especially prepayments or loans to suppliers to secure our polysilicon and silicon wafer requirements. We also require cash generally to meet future capital requirements, which are difficult to plan in the rapidly changing PV industry. In particular, we will need capital to fund the expansion of our facilities as well as research and development activities in order to remain competitive. We believe that our current cash and cash equivalents and cash flow from operations will be sufficient to meet our anticipated needs for at least 12 months, including for working capital and capital expenditure requirements. Future acquisitions, expansions, or market changes or other developments may cause us to require additional funds. Our ability to obtain external financing in the future is subject to a variety of uncertainties, including:

• our future financial condition, results of operations and cash flows;

• general market conditions for financing activities by manufacturers of PV and related products; and

• economic, political and other conditions in the PRC and elsewhere.

          If we are unable to obtain funding in a timely manner or on commercially acceptable terms, or at all, our growth prospects and future profitability may decrease materially.

Our failure to further improve our technology, develop and introduce new PV products or respond to rapid market changes and technology evolutions in the solar energy industry could render our products uncompetitive or obsolete, and reduce our sales and market share.

          The PV industry is rapidly evolving and competitive. We will need to invest significant financial resources in research and development to keep pace with technological advances in the PV industry and to effectively compete in the future. However, research and development activities are inherently uncertain, and we might encounter practical difficulties in commercializing our research results. Our significant expenditures on research and development may not reap corresponding benefits. In 2007, we initiated pilot production utilizing the Pluto technology. Our plan to further evaluate the Pluto technology by launching a commercial production line utilizing Pluto technology in 2008 may be unsuccessful. Similarly, our research and development efforts on the thin film process technology may be unsuccessful and may not result in any commercial production. A variety of competing PV technologies that other companies may develop could prove to be more cost-effective and have better performance than our PV products. Therefore, our development efforts may be rendered obsolete by the technological advances of others. Breakthroughs in PV technologies that do not use crystalline silicon could mean that companies such as us that currently rely entirely on crystalline silicon would encounter a sudden, sharp drop in sales. Our failure to further improve our technology, develop and introduce new PV products or respond to rapid

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market changes and technology evolutions in the solar energy industry could render our products uncompetitive or obsolete, and reduce our sales and market share.

Our future success substantially depends on our ability to significantly increase both our manufacturing capacity and output. Our ability to achieve our expansion goals is subject to a number of risks and uncertainties.

          Our future success depends on our ability to significantly increase both our manufacturing capacity and output. If we are unable to do so, we may be unable to expand our business, decrease our costs per watt, maintain our competitive position and improve our profitability. Our ability to establish additional manufacturing capacity and increase output is subject to significant risks and uncertainties, including:

• our ability to raise additional funds or generate sufficient cash flow from operations to purchase and prepay for raw materials or to build additional manufacturing facilities (which generally requires $8 million to $10 million in capital expenditures per 30MW production line);

• delays and cost overruns as a result of a number of factors, many of which may be beyond our control, such as increases in raw material prices and long lead times or delays with certain equipment vendors;

• our ability to address safety and quality issues that may increase as our manufacturing capacity and output increase;

• delays or denial of required approvals by relevant government authorities;

• diversion of significant management attention and other resources; and

• failure to execute our expansion plan effectively.

          If we are unable to establish or successfully operate additional manufacturing capacity or to increase manufacturing output, or if we encounter any of the risks described above, we may be unable to expand our business as planned. Moreover, we cannot assure you that if we do expand our manufacturing capacity and output we will be able to generate sufficient customer demand for our PV products to support our increased production levels.

We have limited experience in the high value-added BIPV market and we may be unable to manage the growth of our BIPV business or successfully operate in the BIPV market.

          We entered into the BIPV market through our acquisition of MSK in August 2006. BIPV products generally have higher profit margins compared to standard PV modules as they integrate solar energy generation into the design of a building or structure. We plan to expand our operations in the BIPV market by leveraging MSK’s design capabilities and investing further in research and development on BIPV products. However, as we have limited experience in the BIPV market and as the BIPV business still represents a relatively small percentage of our revenues, there can be no assurance that we can successfully operate and expand in this new area. For example, we may not have the necessary research and development capabilities or the marketing and sales personnel to meet the needs of our customers or manage our growth. In addition, we may face competitors in the BIPV market that have substantially greater financial, technical, manufacturing and other resources than we do. If we are unable to manage the growth of our BIPV business or if our BIPV products fail to meet the needs of our customers, there would be a material adverse effect on our reputation, our existing business, financial condition or results of operations.

Our dependence on a limited number of suppliers for a substantial portion of polysilicon or silicon wafers could prevent us from delivering our products in a timely manner to our customers in the required quantities, which could result in order cancellations, penalty payments, decreased revenue and loss of market share.

          In 2007, our five largest suppliers supplied in the aggregate 45.9% of our total polysilicon and silicon wafer purchases. If we fail to develop or maintain our relationships with these or our other suppliers, we may be unable to manufacture our products, our products may only be available at a higher cost or after a long delay, or we could be

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prevented from delivering our products to our customers in the required quantities, at competitive prices and on acceptable terms of delivery. Problems of this kind could cause us to experience order cancellations, penalty payments, decreased revenue and loss of market share. In general, the failure of a supplier to supply materials and components that meet our quality, quantity and cost requirements in a timely manner due to lack of supplies or other reasons could impair our ability to manufacture our products or could increase our costs, particularly if we are unable to obtain these materials and components from alternative sources in a timely manner or on commercially reasonable terms. Some of our suppliers have a limited operating history and limited financial resources, and the contracts we entered into with these suppliers do not clearly provide for remedies to us in the event any of these suppliers is not able to, or otherwise does not, deliver, in a timely manner or at all, any materials it is contractually obligated to deliver. Any disruption in the supply of polysilicon or silicon wafers to us may adversely affect our business, financial condition and results of operations.

          In addition, due to a shortage of raw materials for the production of PV modules, increased market demand for polysilicon and silicon wafers and a failure by some polysilicon suppliers to achieve expected production volumes and other factors in 2007, a few of our polysilicon and silicon wafer suppliers failed to fully perform on their polysilicon or silicon wafer supply contractual commitments to us and we consequently did not receive part of the contractually agreed quantities of polysilicon or silicon wafers from these suppliers. We subsequently cancelled or renegotiated these polysilicon supply contracts. While we in each case were able to replace such expected deliveries through purchases of polysilicon from the spot market and new supply contracts, we cannot assure you that any future failure of our suppliers to deliver agreed quantities of polysilicon could be substantially replaced in a timely manner or at all through spot market purchases or new supply contracts or that the price of such purchases or terms of such contracts will be favorable to us.

Our dependence on a limited number of customers may cause significant fluctuations or declines in our revenues.

          We currently sell a substantial portion of our PV products to customers, including valued-added resellers such as distributors and system integrators, as well as end users such as project developers. In 2007, we had three customers each accounting for 10% or more of our total net sales, with the largest customer accounting for 20.2% of our total net revenues for the period. We anticipate that our dependence on a limited number of customers will continue for the foreseeable future. Consequently, any one of the following events may cause material fluctuations or declines in our revenues and have a material adverse effect on our results of operations:

• reduction, delay or cancellation of orders from one or more of our significant customers;

• selection by one or more of our significant distributor customers of products competitive with ours;

• loss of one or more of our significant customers and our failure to identify additional or replacement customers; and

• failure of any of our significant customers to make timely payment for our products.

          In addition, a significant portion of our outstanding accounts receivable is derived from sales to a limited number of customers. The accounts receivable from the two customers with the largest receivable balances represented 62% and 31% of the balance of the account as of December 31, 2006 and 2007, respectively. We are also exposed to the credit risk of these customers, some of which are new customers with whom we have not had extensive business dealings historically. The failure of any of these customers to meet their payment obligations would materially and adversely affect our financial position, liquidity and results of operations.

We face risks associated with the marketing, distribution and sale of our PV products internationally, and if we are unable to effectively manage these risks, they could impair our ability to expand our business abroad.

          In 2007, we sold 98.1% of our products to customers outside of China. The international marketing, distribution and sale of our PV products expose us to a number of risks, including:

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• difficulty with staffing and managing overseas operations;

• fluctuations in currency exchange rates;

• increased costs associated with maintaining the ability to understand the local markets and follow their trends, as well as develop and maintain an effective marketing and distributing presence in various countries;

• providing customer service and support in these markets;

• increased costs associated with maintaining marketing efforts in various countries;

• our ability to manage our sales channels effectively as we expand our sales channels beyond distributors to include direct sales as well as sales to systems integrators, end users and installers;

• difficulty and cost relating to compliance with the different commercial, legal and regulatory requirements of the overseas markets in which we offer our products;

• failure to develop appropriate risk management and internal control structures tailored to overseas operations;

• inability to obtain, maintain or enforce intellectual property rights;

• unanticipated changes in prevailing economic conditions and regulatory requirements; and

• trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries.

          If we are unable to effectively manage these risks, they could impair our ability to expand our business abroad.

Fluctuations in exchange rates could adversely affect our business.

          A substantial portion of our sales is currently denominated in U.S. dollars and Euros, with the remainder in Renminbi, Japanese Yen and other currencies, while a substantial portion of our costs and expenses is denominated in U.S. dollars, Renminbi, Euros and Japanese Yen, with the remainder in other currencies. Therefore, fluctuations in currency exchange rates could have a material adverse effect on our financial condition and results of operations. Fluctuations in exchange rates, particularly among the U.S. dollar, Renminbi, Euro and Japanese Yen could result in foreign exchange losses and affect our gross and net profit margins.

          In 2007, we incurred exchange loss caused by U.S. dollar depreciation in the amount of $12.3 million, which was recorded as part of our general and administrative expenses. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future. Although we intend to reduce the effect of exchange rate exposure through hedging arrangements we adopted in February 2006, we cannot assure you that such hedging activities will be effective in managing our foreign exchange risk exposure.

          Our financial statements are expressed in U.S. dollars, but some of our subsidiaries use different functional currencies, such as Renminbi, Euros and Japanese Yen. The value of your investment in our ADSs will be affected by the foreign exchange rate between the U.S. dollar and other currencies used by our subsidiaries. To the extent we hold assets denominated in currencies other than the U.S. dollars, any appreciation of such currencies against the U.S. dollar will likely result in an exchange gain while any depreciation will likely result in an exchange loss when we convert the value of these assets into U.S. dollar equivalent amounts. On the other hand, to the extent we have liabilities denominated in currencies other than the U.S. dollars, any appreciation of such currencies against the U.S. dollar will likely result in an exchange loss while any depreciation will likely result in an exchange gain when

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we convert the value of these liabilities into U.S. dollar equivalent amounts. Any significant fluctuation in exchange rates may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. For example, an appreciation of Renminbi against the U.S. dollar would make any new Renminbi denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars, including the proceeds we received from our convertible note offerings in February 2007 and March 2008, into Renminbi for such purposes.

Problems with product quality or product performance may cause us to incur warranty expenses, damage our market reputation and prevent us from achieving increased sales and market share.

          Our PV modules and MSK’s standard PV modules sold outside of Japan are typically sold with a five-year and two-year warranty for defects in materials and workmanship, respectively. Our PV modules also contain a 12-year and 25-year warranty against declines of more than 10.0% and 20.0% of initial power generation capacity, respectively. MSK’s standard PV modules sold outside of Japan contain a 10-year and 25-year warranty against declines of more than 10.0% and 20.0% of initial power generation capacity, respectively. MSK’s standard PV modules sold in Japan are typically sold with a one-year warranty for defects in materials and workmanship and a 10-year warranty against declines of more than 10.0% of initial power generation capacity. The warranty periods of MSK’s BIPV products vary depending on the nature and specification of each BIPV product. As a result of these warranties, we bear the risk of extensive warranty claims long after we have sold our products and recognized revenues. We and MSK have also retained third party insurance to cover certain warranty-related claims on our products. We have sold PV modules since September 2002, and accordingly only a small portion of our PV modules have been in use for more than five years. We accrue 0.3% to 1.0% of our PV module revenues as warranty costs at the time revenue is recognized. As of December 31, 2007, our accrued warranty costs amounted to $22.5 million. Because our products have been in use for only a relatively short period, we cannot assure you that our assumptions regarding the durability and reliability of our products are reasonable. Our warranty provisions may be inadequate, and we may have to incur substantial expense to repair or replace defective products in the future. Furthermore, widespread product failures may damage our market reputation and cause our sales to decline.

Our future success depends in part on our ability to make strategic acquisitions and investments and to establish and maintain strategic alliances, and any failure to successfully implement this strategy could have a material adverse effect on our market penetration and revenue growth in future periods.

          We intend to continue to make strategic acquisitions and investments and establish and maintain strategic alliances with third parties in the PV industry, particularly with silicon suppliers. We cannot assure you, however, that we will be able to successfully identify, execute and integrate such strategic acquisitions, investments or alliances with third parties on commercially reasonable terms or at all. In addition, any upstream expansion, whether in the form of strategic acquisition or investment, may impair our new and existing relationships with our suppliers and could have a material adverse effect on our business. Strategic acquisitions, investments and alliances with third parties could subject us to a number of risks, including risks associated with sharing proprietary information and loss of control of operations that are material to our business. In particular, acquisitions and investments involve numerous risks including:

• we may face difficulty in assimilating the operations and personnel of acquired businesses;

• we may suffer potential disruption of our ongoing businesses and distraction of our management and the management of acquired companies;

• we may experience difficulty in incorporating acquired technology and rights into our offerings and services;

• we may realize unanticipated expenses relating to technology and other integration;

• we may fail to achieve additional sales and enhance our customer base through cross-marketing of the combined company’s products to new and existing customers;

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• our relationships with our current and new employees, customers and suppliers may be impaired;

• we may be subject to potential litigation resulting from our business combinations or acquisition activities; and

• we may assume potential unknown liabilities associated with the acquired businesses.

          We cannot assure you that we will be successful in expanding our business upstream and downstream along the solar power value chain. Any failure to successfully identify, execute and integrate our strategic acquisitions, investments and alliances may have a material adverse effect on our growth, business prospects and results of operations. As a result, the price of our ADSs may decline. Additionally, any future acquisitions may also require potentially dilutive issuances of our equity securities and result in acquisition related write-offs and the assumption of debt and contingent liabilities, which could have a material adverse effect on our results of operations and cause the price of our ADSs to decline.

Any failure to integrate acquired businesses into our operations successfully could adversely affect our business.

          The integration of the operations of any acquired business requires significant efforts, including the integration of internal control systems, coordination of information technologies, research and development, sales and marketing, operations, manufacturing and finance. Our efforts to integrate the operations of any acquired business with our existing operations and our ability to execute our plans for an acquired business may be affected and, in some cases, limited by applicable laws and regulations, existing contractual agreements of the acquired business, as well as cultural and language differences between different geographic locations. As a result, we may have to incur additional expenses and expend significant amounts of our management’s time, which cannot then be dedicated to other projects. Our failure to integrate and manage successfully and coordinate the growth of the combined company could also have an adverse and material effect on our business. In addition, there is no guarantee that any such business that we acquire in the future, will become profitable or remain so. If we do not achieve the anticipated synergies from our acquisitions or our acquisitions do not perform as expected, we may be required to incur unexpected impairment charges, which would have a material adverse effect on our results of operations.

          The success of our integration of an acquired business into our operations depends on a number of factors, including, but not limited to:

• our ability to manage the acquired brands and the combined product lines with respect to customers of the acquired business and any decrease in customer loyalty and product orders caused by dissatisfaction relating to the acquisition and integration;

• our ability to retain key employees while reducing non-core personnel associated with integration; and

• the ability of the combined company to achieve synergies among its constituent companies, such as increasing sales of the combined company’s products, achieving cost savings and effectively combining technologies to develop new products.

          These factors, among others, will affect whether an acquired business can be successfully integrated into our business. If we fail to integrate acquired businesses into our operations successfully, we may be unable to realize the business and operational synergies and efficiencies or other benefits that we expect from the acquisition and our competitive position in the marketplace could suffer.

Our business depends substantially on the continuing efforts of our executive officers and our ability to maintain a skilled labor force, and our business may be severely disrupted if we lose their services.

          Our future success depends substantially on the continued services of our executive officers, especially Dr. Zhengrong Shi, our founder, chief executive officer and the chairman of our board of directors. We do not maintain key man life insurance on any of our executive officers. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Therefore,

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our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers. In addition, if any of our executives joins a competitor or forms a competing company, we may lose some of our customers. Each of our executive officers has entered into an employment agreement with us, which contains confidentiality and non-competition provisions. However, if any disputes arise between our executive officers and us, we cannot assure you, in light of uncertainties associated with the PRC legal system, the extent to which any of these agreements could be enforced in China, where most of our executive officers reside and hold some of their assets. See “— Risks Related to Doing Business in China — Uncertainties with respect to the PRC legal system could have a material adverse effect on us.”

If we are unable to attract, train and retain qualified technical personnel, our business may be materially and adversely affected.

          Our future success depends, to a significant extent, on our ability to attract, train and retain qualified technical personnel. In particular, we depend on the services of Dr. Stuart R. Wenham, our chief technology officer and Dr. Jingjia Ji, one of our senior research scientists. Recruiting and retaining capable personnel, particularly those with expertise in the PV industry, are vital to our success. There is substantial competition for qualified technical personnel, and there can be no assurance that we will be able to attract or retain our technical personnel. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected.

Our failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights or defend against third-party allegations of infringement may be costly.

          We rely primarily on patent, trademark, trade secret, copyright law and other contractual restrictions to protect our intellectual property. Nevertheless, these afford only limited protection and the actions we take to protect our intellectual property rights may not be adequate. Third parties may infringe or misappropriate our proprietary technologies or other intellectual property rights, which could have a material adverse effect on our business, financial condition or operating results. Policing unauthorized use of proprietary technology can be difficult and expensive. Also, litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. We cannot assure you that the outcome of such potential litigation will be in our favor. Such litigation may be costly and may divert management attention as well as divert our other resources away from our business. An adverse determination in any such litigation will impair our intellectual property rights and may harm our business, prospects and reputation. In addition, we have no insurance coverage against litigation costs and would have to bear all costs arising from such litigation to the extent we are unable to recover them from other parties. The occurrence of any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.

          Implementation of PRC intellectual property-related laws has historically been lacking, primarily because of ambiguities in the PRC laws and difficulties in enforcement. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries.

We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us to pay significant damage awards.

          Our success also depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights of third parties. The validity and scope of claims relating to PV technology patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain. We may be subject to litigation involving claims of patent infringement or violation of intellectual property rights of third parties. The defense and prosecution of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings can be both costly and time consuming and may significantly divert the efforts and resources of our technical and management personnel. An adverse determination in any such litigation or proceedings to which we may become a party could subject us to significant liability to third parties, require us to seek licenses from third parties, to pay ongoing royalties, or to redesign our products or subject us to injunctions prohibiting the manufacture and sale of our products or the use of our technologies. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase or use of our products until resolution of such litigation.

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Our business, results of operations and financial condition would be materially and adversely affected if our sales outside China were to be restricted by intellectual property claims by third parties.

          As of December 31, 2007, we had a total of 28 issued patents, 14 pending patent applications in China and three pending international patent applications and MSK had 52 issued patents and 46 pending patent applications in Japan. In addition, we have two pending patent applications filed under the Patent Cooperation Treaty, which provides a unified procedure for filing patent applications to protect inventions internationally. However, we currently do not have any patents for our proprietary technologies outside of China and Japan, although we have sold, and expect to continue to sell, a substantial portion of our products outside of China. Since the protection afforded by our patents is effective mainly in China and Japan, others may independently develop substantially equivalent technologies, or otherwise gain access to our proprietary technologies, and obtain patents for such intellectual properties in other jurisdictions, including the countries to which we sell our products. If any third parties are successful in obtaining patents for technologies that are substantially equivalent or the same as the technologies we use in our products in any of our markets before we do and enforce their intellectual property rights against us, our ability to sell products containing the allegedly infringing intellectual property in those markets will be materially and adversely affected. If we are required to stop selling such allegedly infringing products, seek license and pay royalties for the relevant intellectual properties, or redesign such products with non-infringing technologies, our business, results of operations and financial condition may be materially and adversely affected.

Changes to existing regulations over the utility sector and the PV industry may present technical, regulatory and economic barriers to the purchase and use of PV products, which may significantly reduce demand for our products.

          The market for power generation products is heavily influenced by government regulations and policies concerning the electric utility industry, as well as the internal policies of electric utilities companies. These regulations and policies often relate to electricity pricing and technical interconnection of end user-owned power generation. In a number of countries, these regulations and policies are being modified and may continue to be modified. End users’ purchases of alternative energy sources, including PV products, could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for our PV products. For example, utility companies commonly charge fees to larger, industrial customers for disconnecting from the electricity transmission grid or for having the capacity to use power from the electricity transmission grid for back-up purposes. These fees could increase end users’ costs of using our PV products and make our PV products less desirable, thereby having an adverse effect on our business, prospects, results of operations and financial condition.

          We anticipate that our PV products and their installation will continue to be subject to oversight and regulation in accordance with national and local ordinances relating to building codes, safety, environmental protection, utility interconnection and metering and related matters in various countries. It is also burdensome to track the requirements of individual localities and design equipment to comply with the varying standards. Any new government regulations or utility policies pertaining to our PV products may result in significant additional expenses to us, our distributors and end users and, as a result, could cause a significant reduction in demand for our PV products.

Compliance with environmental regulations can be expensive, and noncompliance with these regulations may result in adverse publicity and potentially significant monetary damages and fines.

          As our manufacturing processes generate noise, waste water, gaseous and other industrial wastes, we are required to comply with all national and local regulations regarding protection of the environment. We are in compliance with present environmental protection requirements and have all necessary environmental permits to conduct our business. However, if more stringent regulations are adopted in the future, the costs of compliance with these new regulations could be substantial. We believe that we have all necessary permits to conduct our business as it is presently conducted. If we fail to comply with present or future environmental regulations, however, we may be required to pay substantial fines, suspend production or cease operations. We use, generate and discharge toxic, volatile and other hazardous chemicals and wastes in our research and development and manufacturing activities. Any failure by us to control the use of, or to restrict adequately the discharge of, hazardous substances could subject us to potentially significant monetary damages and fines or suspensions in our business operations.

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          In particular, the manufacturing processes for producing polysilicon and silicon wafers employ processes that generate toxic waste products, including the highly volatile and highly toxic substance silicon-tetrachloride. We purchase our polysilicon and silicon wafers from our suppliers in the United States, Europe and China. If any of our suppliers fails to comply with environmental regulations for the production of polysilicon and the discharge of the highly toxic waste products, we may face negative publicity which may have a material adverse effect on our business and results of operations. Furthermore, if any of our suppliers are forced to suspend or shut down production due to violations of environmental regulations, we may not be able to secure enough polysilicon and silicon wafers for our production needs on commercially reasonable terms, or at all.

We have limited insurance coverage and may incur losses resulting from product liability claims or business interruptions.

          As with other PV product manufacturers, we are exposed to risks associated with product liability claims in the event that the use of the PV products we sell results in injury. Since our products are electricity producing devices, it is possible that users could be injured or killed by our products, whether by product malfunctions, defects, improper installation or other causes. We only commenced commercial shipment of our products in September 2002 and, due to limited historical experience, we are unable to predict whether product liability claims will be brought against us in the future or the effect of any resulting adverse publicity on our business. Moreover, we only have limited product liability insurance and may not have adequate resources to satisfy a judgment in the event of a successful claim against us. The successful assertion of product liability claims against us could result in potentially significant monetary damages and require us to make significant payments. In addition, as the insurance industry in China is still in an early stage of development, business interruption insurance available in China offers limited coverage compared to that offered in many other countries. Although we have obtained business interruption insurance, any business disruption or natural disaster could result in substantial costs and diversion of resources.

Our existing shareholders have substantial influence over our company and their interests may not be aligned with the interests of our other shareholders.

          Dr. Zhengrong Shi, our founder, chief executive officer and chairman of our board of directors, beneficially owned 32.68% of our outstanding share capital as of June 13, 2008. As such, Dr. Shi has substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders.

If a poll is not demanded at our shareholder meetings, voting will be by a show of hands and shares will not be proportionately represented. Shareholder resolutions may be passed without the presence of the majority of our shareholders in person or by proxy.

          Voting at any of our shareholder meetings is by a show of hands unless a poll is demanded. A poll may be demanded by the chairman of our board of directors or by any shareholder present in person or by proxy. If a poll is demanded, each shareholder present in person or by proxy will have one vote for each ordinary share registered in his name. If a poll is not demanded, voting will be by show of hands and each shareholder present in person or by proxy will have one vote regardless of the number of shares registered in his name. In the absence of a poll, shares will therefore not be proportionately represented. In addition, the quorum required for our shareholder meetings consists of shareholders who hold at least one-third of our ordinary shares being present at a meeting in person or by proxy. Therefore, subject to the requisite majorities, shareholder resolutions may be passed at our shareholder meetings without the presence of the majority of our shareholders in person or by proxy.

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Risks Related to Doing Business in China

Adverse changes in the political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our products and materially and adversely affect our competitive position.

          All of our business operations are conducted in China and some of our sales are made in China. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:

• the amount of government involvement;

• the level of development;

• the growth rate;

• the control of foreign exchange; and

• the allocation of resources.

          While the Chinese economy has grown significantly in the past 20 years, the growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

          The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of the productive assets in China is still owned by the PRC government. The continued control of these assets and other aspects of the national economy by the PRC government could materially and adversely affect our business. The PRC government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Efforts by the PRC government to slow the pace of growth of the Chinese economy could result in decreased capital expenditures by solar energy users, which in turn could reduce demand for our products.

          Any adverse change in the economic conditions or government policies in China could have a material adverse effect on the overall economic growth and the level of renewable energy investments and expenditures in China, which in turn could lead to a reduction in demand for our products and consequently have a material adverse effect on our businesses.

Uncertainties with respect to the PRC legal system could have a material adverse effect on us.

          We conduct a significant portion of our business through our subsidiary, Suntech China, established in China. Suntech China is generally subject to laws and regulations applicable to foreign investment in China and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to us. In addition, any

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litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

Fluctuation in the value of the Renminbi may have a material adverse effect on your investment.

          The change in value of the Renminbi against the U.S. dollar, Euro and other currencies is affected by, among other things, changes in China’s political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in approximately 14% appreciation of Renminbi against U.S. dollar. While the international reaction to the Renminbi revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar. As a portion of our costs and expenses is denominated in Renminbi, the revaluation in July 2005 and potential future revaluation has and could further increase our costs. In addition, any significant revaluation of the Renminbi may have a material adverse effect on our revenues and financial condition, and the value of, and any dividends payable on, our ADSs in foreign currency terms. For example, to the extent that we need to convert U.S. dollars we received from our convertible note offerings in February 2007 and March 2008 into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.

Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.

          Certain portions of our revenues and expenses are denominated in Renminbi. If our revenues denominated in Renminbi increase or expenses denominated in Renminbi decrease in the future, we may need to convert a portion of our revenues into other currencies to meet our foreign currency obligations, including, among others, payment of dividends declared, if any, in respect of our ordinary shares. Under China’s existing foreign exchange regulations, our PRC subsidiary, Suntech China, is able to pay dividends in foreign currencies, without prior approval from the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, we cannot assure you that the PRC government will not take further measures in the future to restrict access to foreign currencies for current account transactions.

          Foreign exchange transactions by Suntech China under the capital account continue to be subject to significant foreign exchange controls and require the approval of PRC governmental authorities, including the SAFE. In particular, if Suntech China borrows foreign currency loans from us or other foreign lenders, these loans must be registered with the SAFE, and if we finance Suntech China by means of additional capital contributions, these capital contributions must be approved by certain government authorities including the Ministry of Commerce or its local counterparts. These limitations could affect the ability of Suntech China to obtain foreign exchange through debt or equity financing.

The discontinuation of any preferential tax treatment currently available to us and the increase in the enterprise income tax in the PRC could in each case result in a decrease of our net income and materially and adversely affect our results of operations.

          Our operating subsidiaries incorporated in the PRC are governed by the PRC income tax law, which included until December 31, 2007, the Income Tax Law of the People’s Republic of China for Enterprises with Foreign Investment and Foreign Enterprises and the Provisional Regulations of the People’s Republic of China on Enterprises Income Tax, and, prior to January 1, 2008, were generally subject to the PRC enterprise income tax rate of 33%, subject to reductions as part of incentives granted to foreign-invested enterprises that, qualified as “high and new technology enterprises” and domestic companies operating in a national level economic and technological development zone or in the central or western region in China. For example, Suntech China, which is registered and operating in a high-tech zone in Wuxi, a national level economic and technological development zone, has been qualified as a “high or new technology enterprise.” As a result, it has been entitled to a preferential enterprise income tax rate of 15.0%.

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          The newly enacted PRC Enterprise Income Tax Law, or the EIT Law, and the implementation regulations to the EIT Law issued by the PRC State Council, became effective as of January 1, 2008. Under the EIT Law, China adopted a uniform tax rate of 25% for all enterprises (including domestically-owned enterprises and foreign-invested enterprises) and revoked the previous tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises. However, there is a transitional period for enterprises, whether foreign-invested or domestic, that received preferential tax treatments granted by relevant tax authorities prior to January 1, 2008. Enterprises that were subject to an enterprise income tax rate lower than 25% prior to January 1, 2008 may continue to enjoy the lower rate and gradually transition to the new tax rate within five years after the effective date of the EIT Law. Enterprises that were entitled to exemptions or reductions from the standard income tax rate for a fixed term prior to January 1, 2008 may continue to enjoy such treatment until the fixed term expires. However, the two year exemption period from the enterprise income tax for foreign-invested enterprises that did not become profitable before January 1, 2008 is treated as having started from January 1, 2008 instead of the time such enterprises first become profitable. Furthermore, under the EIT Law, entities that qualify as “new technology enterprises” are entitled to the preferential EIT rate of 15% after the transition period, if any, expires. On April 14, 2008, the Ministry of Science and Technology, the Ministry of Finance and the State Administration of Taxation issued the Measures on Qualification of High and New Technology Enterprises (the “Circular 172”), which provides detailed standards for “high and new technology enterprises.” In addition, according to the Notice on Prepayment of Enterprise Income Tax issued by the State Administration of Taxation, enterprises that have been certified as a “high and new technology enterprise” shall pre-pay its enterprise income tax in the rate of 25% temporarily until it is re-certified as a “high and new technology enterprise” under the Circular 172.

          Suntech China and certain of our other PRC subsidiaries were certified as “high and new technology enterprises” under the definition promulgated by the prior enterprise income tax law in effect before January 1, 2008. These certifications, however, have to be subject to recertification pursuant to the specified procedures under the Circular 172. We cannot assure you that Suntech China and certain of our other PRC subsidiaries will continue to qualify as a “high and new technology enterprise” under the Circular 172. If Suntech China or any of our PRC subsidiaries fails to qualify as a “high and new technology enterprise” and is not entitled to a preferential tax rate of 15%, our income tax expenses would increase, which would have a material and adverse effect on our net income and results of operations.

          Any significant increase in our income tax expenses may have a material adverse effect on our profit for the year. Reduction or elimination of the financial subsidies or preferential tax treatments we enjoyed prior to January 1, 2008 or imposition of additional taxes on us or our combined entities in China may significantly increase our income tax expenses and materially reduce our net income, which could have a material adverse effect on our business, prospects, results of operations and financial condition.

We may be deemed a PRC resident enterprise under the EIT Law and be subject to the PRC taxation on our worldwide income.

          The EIT Law also provides that enterprises established outside of China whose “de facto management bodies” are located in China are considered “resident enterprises” and are generally subject to the uniform 25% enterprise income tax rate as to their worldwide income. Under the implementation regulations to the EIT Law issued by the PRC State Council, “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. Substantially all of our operational management is currently based in the PRC. If we are treated as a resident enterprise for PRC tax purposes, we will be subject to PRC tax on our worldwide income at the 25% uniform tax rate, which would have an impact on our effective tax rate and a material adverse effect on our net income and results of operations.

Interest and dividends payable by us to our foreign investors and gain on the sale of our ADSs or ordinary shares may become subject to withholding taxes under PRC tax laws.

          Under the EIT Law and implementation regulations issued by the State Council, PRC income tax at the rate of 10% is applicable to interest and dividends payable to investors that are “non-resident enterprises,” which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such interest

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or dividends have their sources within the PRC. Similarly, any gain realized on the transfer of ADSs or shares by such investors is also subject to 10% PRC income tax if such gain is regarded as income derived from sources within the PRC. If we are considered a PRC “resident enterprise,” it is unclear whether the interest or dividends we pay with respect to our notes, ordinary shares or ADSs, or the gain you may realize from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources within the PRC and be subject to PRC tax. If we are deemed to be a PRC “resident enterprise”, dividends distributed from our PRC subsidiaries to our BVI company and ultimately to our Cayman Islands company, could be exempt from Chinese dividend withholding tax, and dividends from Cayman Islands company to ultimate shareholders would be subject to PRC withholding tax at 10% or a lower treaty rate.

          If we are required under the EIT Law to withhold PRC income tax on interest or dividends payable to our non-PRC investors that are “non-resident enterprises,” or if you are required to pay PRC income tax on the transfer of our ordinary shares or ADSs, the value of your investment in our notes, ordinary shares or ADSs may be materially and adversely affected.

We face risks related to health epidemics and other outbreaks of contagious diseases, including avian influenza, or avian flu, and SARS.

          Our business could be adversely affected by the effects of avian flu, SARS or another epidemic or outbreak. There have been recent reports of outbreaks of a highly pathogenic avian flu, caused by the H5N1 virus, in certain regions of Asia and Europe. In 2005 and 2006, there were reports on the occurrences of avian flu in various parts of China, including a few confirmed human cases. An outbreak of avian flu in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, particularly in Asia. Additionally, any recurrence of SARS, a highly contagious form of atypical pneumonia, similar to the occurrence in 2003 which affected China, Hong Kong, Taiwan, Singapore, Vietnam and certain other countries, would also have similar adverse effects. These outbreaks of contagious diseases, and other adverse public health developments in China, would have a material adverse effect on our business operations. These could include our ability to travel or ship our products outside of China, as well as temporary closure of our manufacturing facilities. Such closures or travel or shipment restrictions would severely disrupt our business operations and adversely affect our financial condition and results of operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak of avian flu, SARS or any other epidemic.

Risks Related to the Notes, Our Ordinary Shares and our ADSs

The notes are unsecured, are effectively subordinated to all of our existing and future secured indebtedness and are structurally subordinated to all liabilities of our subsidiaries, including trade payables.

          The notes are unsecured, are effectively subordinated to all of our existing and future secured indebtedness, to the extent of the assets securing such indebtedness, and are structurally subordinated to all liabilities of our subsidiaries, including trade payables. As of December 31, 2007, our subsidiaries had approximately $341.8 million of indebtedness and other obligations to which the notes would be structurally subordinated. All of our operations are conducted through our subsidiaries. None of our subsidiaries has guaranteed or otherwise become obligated with respect to the notes. Our right to receive assets from any of our subsidiaries upon its liquidation or reorganization, and the right of holders of the notes to participate in those assets, is structurally subordinated to claims of that subsidiary’s creditors, including trade creditors. Even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by us. Furthermore, none of our subsidiaries is under any obligation to make payments to us, and any payments to us would depend on the earnings or financial condition of our subsidiaries and various business considerations. Statutory, contractual or other restrictions may also limit our subsidiaries’ ability to pay dividends or make distributions, loans or advances to us. For these reasons, we may not have access to any assets or cash flows of our subsidiaries to make payments on the notes.

We have made only limited covenants in the indenture for the notes, and these limited covenants may not protect your investment.

          The indenture for the notes does not:

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• require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows or liquidity and, accordingly, does not protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of operations;

• limit our subsidiaries’ ability to incur indebtedness which would effectively rank senior to the notes;

• limit our ability to incur secured indebtedness or indebtedness that is equal in right of payment to the notes;

• restrict our subsidiaries’ ability to issue securities that would be senior to the ordinary shares of our subsidiaries held by us;

• restrict our ability to repurchase our securities;

• restrict our ability to pledge our assets or those of our subsidiaries; or

• restrict our ability to make investments or to pay dividends or make other payments in respect of our ordinary shares, including ADSs or other securities ranking junior to the notes.

          Furthermore, the indenture for the notes contains only limited protections in the event of a change in control. We could engage in many types of transactions, such as acquisitions, refinancings or recapitalizations, which could substantially affect our capital structure and the value of the notes, our ordinary shares and our ADSs but may not constitute a “fundamental change” that permits holders to require us to repurchase their notes. For these reasons, you should not consider the covenants in the indenture or the repurchase features of the notes as a significant factor in evaluating whether to invest in the notes.

Our right to elect full or partial cash settlement in lieu of delivering ADSs in satisfaction of our obligation upon conversion of the notes may have adverse consequences.

          Our right to elect full or partial cash settlement in lieu of delivering ADSs in satisfaction of our obligation upon conversion of the notes as described under “Description of the Notes — Conversion Rights — Settlement upon Conversion,” may:

• result in holders receiving no ADSs upon conversion or fewer ADSs relative to the conversion value of the notes;

• delay holders’ receipt of the proceeds upon conversion; and

• subject holders to market risk before receiving any ADSs upon conversion.

          If the notes become convertible and are converted, and if we elect full or partial cash settlement, holders will receive upon conversion, cash or a combination of cash and ADSs based on several determinants including the average daily VWAP of our ADSs during the “cash settlement averaging period,” which, other than in some instances, generally means the 20 consecutive VWAP trading days that begins on, and includes, the second VWAP trading day after the conversion date, which is the day the notes are duly surrendered for conversion.

          If we elect full or partial cash settlement upon conversion, settlement of our conversion obligation will generally occur on the fifth scheduled trading day following the final VWAP trading day of the related cash settlement averaging period, which means that settlement will occur no sooner than 27 business days after the conversion date holders tender their notes for conversion. In addition, because the consideration due upon conversion is based in part on the trading prices of our ADSs during the cash settlement averaging period, any decrease in the price of our ADSs after you tender your notes for conversion may significantly decrease the value of the consideration you receive.

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The increase in the conversion rate applicable to notes that holders convert in connection with a make-whole fundamental change may not adequately compensate you for the lost option time value of your notes that result from that fundamental change.

          If a make-whole fundamental change occurs, we will under certain circumstances increase the conversion rate applicable to holders who convert their notes within a specified time frame. The amount of the increase in the conversion rate depends on the date when the make-whole fundamental change becomes effective and the applicable price described in this prospectus. See “Description of the Notes — Conversion Rights — Adjustment to the Conversion Rate Upon the Occurrence of a Make-Whole Fundamental Change.” Although the increase in the conversion rate is designed to compensate you for the lost option time value of your notes as a result of the make-whole fundamental change, the increase in the conversion rate is only an approximation of the lost value and may not adequately compensate you for the loss. In addition, you will not be entitled to an increased conversion rate if the applicable price is greater than $200.00 per ADSs or less than $30.24 per ADS (in each case, subject to adjustment).

          Moreover, a holder may not receive the additional consideration payable as a result of the increase in the conversion rate until the third business day after the effective date of the make-whole fundamental change, or even later, which could be a significant period of time after the date the holder has surrendered its notes for conversion. Our obligation to increase the conversion rate as described above also could be considered a penalty, in which case its enforceability would be subject to general principles of reasonableness of economic remedies.

We may not have the ability to raise the funds to pay interest on the notes or to purchase the notes on the purchase dates or upon a fundamental change.

          The notes bear interest semi-annually at a rate of 3.00% per annum, and we in certain circumstances are obligated to pay additional interest. If a fundamental change occurs, holders of the notes may require us to repurchase, for cash, all or a portion of their notes. We may not have sufficient funds for any required repurchase of the notes or required payment of principal return or interest, and we may have to refinance our credit facilities in order to make payments under the notes. In addition, the terms of any borrowing agreements which we may enter into from time to time may require early repayment of borrowings under circumstances similar to those constituting a fundamental change. These agreements may also make our repurchase of notes an event of default under such agreements. If we fail to pay interest on the notes or repurchase the notes when required, we will be in default under the indenture governing the notes. See “Description of the Notes — Interest Payments” and “Description of the Notes — Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change.”

You may not be able to convert your notes except during limited periods, and the value of the notes could be less than the value of the ADSs into which your notes could otherwise be converted.

          Except during the limited periods described under “Description of the Notes,” your notes are convertible into, at our election, cash, our ADSs or a combination thereof only if specified conditions are met. These conditions may not be met. If these conditions for conversion are not met, you will not be able to convert your notes and you may not be able to receive (whether in the form of ADSs or cash) the value of the ADSs into which the notes would otherwise be convertible. In addition, for these and other reasons, the trading price of the notes could be substantially less than the conversion value of the notes.

Volatility of the market price of our ADSs may depress the trading price of the notes.

          The market price of our ADSs experienced, and may continue to experience, significant volatility. Since December 14, 2005, the date our ADSs commenced trading on the New York Stock Exchange, the trading price of our ADSs on the New York Stock Exchange has ranged from a low of $19.00 per ADSs to a high of $90.00 per ADS. Because the notes are potentially convertible into ADSs in certain circumstances, volatility in the price of our ADSs may depress the trading price of the notes. The risk of volatility and depressed prices of our ADSs also applies to holders who receive ADSs upon conversion of their notes.

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          Numerous factors, including many over which we have no control, may have a significant impact on the market price of our ADSs, including, among other things:

• announcements of technological or competitive developments;

• regulatory developments in our target markets affecting us, our customers or our competitors;

• announcements regarding patent litigation or the issuance of patents to us or our competitors;

• announcements of studies and reports relating to the conversion efficiencies of our products or those of our competitors;

• actual or anticipated fluctuations in our quarterly operating results;

• changes in financial estimates by securities research analysts;

• changes in the economic performance or market valuations of other PV technology companies;

• addition or departure of our executive officers and key research personnel; and

• sales or perceived sales of additional ordinary shares or ADSs.

          In addition, the stock market in recent years has experienced extreme price and trading volume fluctuations that often have been unrelated or disproportionate to the operating performance of individual companies. These broad market fluctuations may adversely affect the price of our ADSs, regardless of our operating performance. These factors, among others, could significantly depress the trading price of the notes and the price of our ADSs issued upon conversion of the notes.

Future issuances of ordinary shares or ADSs may depress the trading price of our ADSs and the notes.

          Any issuance of equity securities, including the issuance of ADSs upon conversion of the notes, could dilute the interests of our existing shareholders, including holders who have received ADSs upon conversion of their notes, and could substantially decrease the trading price of our ADSs and the notes. We may issue equity securities in the future for a number of reasons, including to finance our operations and business strategy (including in connection with acquisitions, strategic collaborations or other transactions), to adjust our ratio of debt to equity, to satisfy our obligations upon the exercise of outstanding warrants or options or for other reasons.

Because your right to require repurchase of the notes is limited, the market price of the notes may decline if we enter into a transaction that is not a fundamental change under the Indenture.

          The term “fundamental change” is limited and may not include every event that might cause the market price of the notes to decline or result in a decrease in creditworthiness of the notes. The term “fundamental change” does not apply to certain transactions in which at least 90% of the consideration paid for our ordinary shares in a merger or similar transaction is publicly traded common stock, shares or ADSs. Our obligation to repurchase the notes upon a fundamental change may not preserve the value of the notes in the event of a highly leveraged transaction, reorganization, merger or similar transaction. See “Description of the Notes — Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change.”

If you hold notes, you are not entitled to any rights with respect to our ADSs, but you are subject to all changes made with respect to our ADSs.

          If you hold notes, you are not entitled to any rights with respect to our ADSs (including, without limitation, voting rights and rights to receive any dividends or other distributions on our ADSs), but you are subject to all changes affecting the ADSs. You will only be entitled to rights on the ADSs if and when we deliver ADSs to you in exchange for your notes. For example, in the event that an amendment is proposed to our articles of association

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requiring shareholder approval and the record date for determining the shareholders of record entitled to vote on the amendment occurs prior to delivery of the ADSs, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any resulting changes in the powers, preferences or special rights that affect our ADSs.

If an active and liquid trading market for the notes does not develop, the market price of the notes may decline and you may be unable to sell your notes.

          The notes are a new issue of securities for which there is currently no public market, and no active trading market might ever develop. If the notes are traded after their initial issuance, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, the price, and volatility in the price, of our ADSs, our performance and other factors. In addition, we do not know whether an active trading market will develop for the notes. To the extent that an active trading market does not develop, the liquidity and trading prices for the notes may be harmed.

          We have no plans to list the notes on a securities exchange; however, the notes will be eligible for The Portal Market at the time of issuance thereof. We have been advised by the initial purchasers that they presently intend to make a market in the notes. However, the initial purchasers are not obligated to do so. Any market-making activity, if initiated, may be discontinued at any time, for any reason or for no reason, without notice. If the initial purchasers cease to act as the market makers for the notes, we cannot assure you another firm or person will make a market in the notes.

          The liquidity of any market for the notes will depend upon the number of holders of the notes, our results of operations and financial condition, the market for similar securities, the interest of securities dealers in making a market in the notes and other factors. An active or liquid trading market for the notes may not develop, and you may be unable to resell your notes or may only be able to sell them at a substantial discount.

Provisions of the notes could discourage an acquisition of us by a third party.

          Certain provisions of the notes could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change, holders of the notes will have the right, at their option, to require us to repurchase all of their notes or any portion of the principal amount of such notes in integral multiples of $1,000. We may also be required to issue additional ADSs upon conversion in the event of certain fundamental changes.

If we pay a cash dividend on our ordinary shares or ADSs, U.S. investors may be deemed to have received a taxable dividend without the receipt of any cash.

          If we pay any cash dividend on our ordinary shares or ADSs in the future, the conversion rate will be adjusted and U.S. investors may be deemed to have received a taxable dividend subject to U.S. federal income tax without the receipt of any cash. See “Taxation — Certain United States Federal Income Tax Consequences — Notes — Constructive Distributions.”

We may become a passive foreign investment company, or PFIC, which could result in adverse U.S. tax consequences to U.S. investors.

          Based upon the past composition of our income and valuation of our assets, including goodwill, we believe we were not a PFIC for our taxable year ended December 31, 2007, and we do not expect to be a PFIC for our current taxable year for U.S. federal income tax purposes. We must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change. In particular, in reaching the conclusion that we believe we are not a PFIC, we have valued our assets based on the market price per share of the ADSs, which is likely to fluctuate. Accordingly, fluctuations in the market price of the ADSs and ordinary shares may result in our being a PFIC for any year. Thus, there can be no assurance that we will not be considered a PFIC for our current taxable year or any future taxable year.

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          If we were a PFIC, such characterization could result in adverse U.S. federal income tax consequences to you if you are a U.S. investor. For example, if we are or become a PFIC, our U.S. investors will become subject to increased tax liabilities under U.S. federal income tax laws and regulations, and will become subject to burdensome reporting requirements. Moreover, non-corporate U.S. investors will not be eligible for reduced rates of taxation on any deemed or actual dividends received from us in taxable years beginning before January 1, 2011, if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. For more information on PFICs, see “Taxation — Certain United States Federal Income Tax Consequences — Passive Foreign Investment Company.”

Our articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs.

          Our second amended and restated articles of association limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.

Holders of ADSs have fewer rights than shareholders and must act through the depositary to exercise those rights.

          Holders of ADSs do not have the same rights of our shareholders and may only exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Under our second amended and restated articles of association, the minimum notice period required to convene a general meeting is seven days. When a general meeting is convened, you may not receive sufficient notice of a shareholders’ meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the ADSs issuable upon the conversion of the notes. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if the ADSs you receive upon the conversion of the notes are not voted as you requested. In addition, in your capacity as an ADS holder, you will not be able to call a shareholder meeting.

You may be subject to limitations on transfers of your ADSs.

          The ADSs you receive upon the conversion of the notes are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

ADS holders’ right to participate in any future rights offerings may be limited, which may cause dilution to your holdings and you may not receive cash dividends if it is impractical to make them available to you.

          We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to ADS holders in the United States unless we register the rights and the

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securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Also, under the deposit agreement, the depositary bank will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act, or exempted from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, ADS holders may be unable to participate in our rights offerings and may experience dilution in their holdings.

          In addition, the depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property and you will not receive such distribution.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than that under U.S. law, you may have less protection for your shareholder rights than you would under U.S. law.

          Our corporate affairs are governed by our second amended and restated memorandum and articles of association, the Cayman Islands Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

          As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. public company.

You may have difficulty enforcing judgments obtained against us.

          We are a Cayman Islands company and substantially all of our assets are located outside of the United States. Substantially all of our current operations are conducted in the PRC. In addition, most of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the United States and the substantial majority of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. In addition, it is uncertain whether such Cayman Islands or PRC courts would be competent to hear original actions brought in the Cayman Islands or the PRC against us or such persons predicated upon the securities laws of the United States or any state. See “Enforceability of Civil Liabilities.”

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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

          This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements that relate to our current expectations and views of future events. These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed in or implied by the forward-looking statements.

          In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, among other things, statements relating to:

• our expectations regarding the worldwide demand for electricity and the market for solar energy;

• our beliefs regarding the effects of environmental regulation, lack of infrastructure reliability and long-term fossil fuel supply constraints;

• our beliefs regarding the inability of traditional fossil fuel-based generation technologies to meet the demand for electricity;

• our beliefs regarding the importance of environmentally friendly power generation;

• our expectations regarding governmental support for the deployment of solar energy;

• our beliefs regarding the acceleration of adoption of solar technologies;

• our expectations with respect to advancements in our technologies, including commercialization of the Pluto and thin film technologies;

• our beliefs regarding the competitiveness of our PV products;

• our expectations regarding the expansion of our manufacturing capacity;

• our expectations with respect to increased revenue growth and profitability resulting from increases in our production volumes;

• our expectations with respect to our ability to secure raw materials in the future in sufficient quantities and at commercially reasonable prices to support our targeted production output and capacity expansion;

• our goal to continue to improve the conversion efficiency rates of our PV cells while reducing manufacturing costs;

• our future business development, results of operations and financial condition; and

• competition from other manufacturers of PV products, conventional energy suppliers and non-solar renewable energy providers.

          This prospectus also contains or incorporated by reference data related to the PV market worldwide and in China. These market data, including market data from Solarbuzz, an independent solar energy research firm, and Photon International, a magazine covering the international PV industry, include projections that are based on a

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number of assumptions. The PV market may not grow at the rates projected by the market data, or at all. The failure of the market to grow at the projected rates may have a material adverse effect on our business and the market price of our ADSs. In addition, the rapidly changing nature of the PV market subjects any projections or estimates relating to the growth prospects or future condition of our market to significant uncertainties. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

          The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents incorporated by reference into this prospectus completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

          All sales of the notes or ADSs issuable upon conversion of the notes, including our ordinary shares represented by the ADSs, will be by or for the account of the selling securityholders listed in “Selling Securityholders.” We will not receive any proceeds from the sale by any selling securityholder of the notes or the ADSs issuable upon conversion of the notes, including the ordinary shares represented by the ADSs. The selling securityholders will not cover any of the expenses that are incurred by us in connection with the registration of the notes or ordinary shares underlying the ADSs issuable upon conversion of the notes, but the selling securityholders will pay any commissions, discounts and other compensation to any broker-dealers through whom any such selling securityholder sells any of the notes or the ADSs issuable upon conversion of the notes, including the ordinary shares represented by the ADSs.

          Similarly, we will not receive any proceeds from sale by the Selling Shareholders the ordinary shares represented by the ADSs issued.

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RATIO OF EARNINGS TO FIXED CHARGES

          The following table sets forth our ratio of earnings to fixed charges on a historical basis for the period indicated. The ratio of earnings to fixed charge is computed by dividing earnings by fixed charges. For the purpose of computing the consolidated ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes and equity in income (loss) of investees and minority interests, fixed charges, amortization of capitalized interest and distributed income of equity investees and losses before tax of equity investees for which charges arising from guarantees are included in fixed charges, minus capitalized interest and minority interest in pre-tax income of subsidiaries that have not incurred fixed charges. Fixed charges consist of interest expense, including capitalized interest, amortized premiums, discounts and capitalized expenses related to indebtedness and estimated interest included in rental expense.

	Year Ended December 31,
	2003		2004		2005		2006		2007
Ratios of earnings to fixed charges		3.8		19.5		5.3		18.6		8.5

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PRICE RANGE OF OUR AMERICAN DEPOSITARY SHARES

          For the period from December 14, 2005 to June 13, 2008, the trading price of our ADSs on the New York Stock Exchange ranged from $19.00 to $90.00 per ADS.

          Set forth below, for the applicable periods indicated, are the high and low sales prices per ADS as reported by the New York Stock Exchange.

	High		Low
2005 (from December 14)	$	28.30	$	19.00
2006		45.95		21.40
2007		88.65		31.41
2006
Quarterly Highs and Lows
First Quarter 2006		45.95		25.50
Second Quarter 2006		41.50		21.40
Third Quarter 2006		32.71		21.57
Fourth Quarter 2006		34.95		23.15
2007
Quarterly Highs and Lows
First Quarter 2007		40.49		31.61
Second Quarter 2007		39.58		31.41
Third Quarter 2007		44.94		31.76
Fourth Quarter 2007		88.65		37.52
Monthly Highs and Lows
December 2007		88.65		73.50
January 2008		90.00		46.00
February 2008		58.90		34.90
March 2008		43.49		28.19
April 2008		51.75		40.33
May 2008		49.60		40.33
June 2008 (through June 13, 2008)		42.98		37.26

          On June 13, 2008, the last reported closing sale price of our ADSs on the New York Stock Exchange was $41.10 per ADS.

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DIVIDEND POLICY

          We have never declared or paid any dividends, nor do we have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

          Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See “Description of American Depositary Shares.” Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

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CAPITALIZATION

          You should read this table in conjunction with our consolidated financial statements and the related notes included in our Annual Report on Form 20-F for the year ended December 31, 2007, which are incorporated by reference herein.

          The following table sets forth our capitalization as of March 31, 2008:

	As of March 31,
	2008
	(in thousands)
Long-term debt:
Long-term bank borrowings	$	12,965
0.25% convertible senior notes due 2012		500,000
3.00% convertible senior notes due 2013		575,000
Shareholders’ equity:
Ordinary shares, $0.01 par value, 500,000,000 shares authorized and 153,124,488 shares issued and outstanding(1)		1,531
Additional paid-in capital		533,922
Retained earnings		379,877
Accumulated other comprehensive income		49,854
Total shareholders’ equity		965,184
Total capitalization	$	2,053,149

(1) Exclude 5,747,934 ordinary shares issuable upon the exercise of options outstanding as of March 31, 2008 and 1,857,942 ordinary shares reserved for future issuance under our 2005 equity incentive plan. Also exclude 7,359,636 ordinary shares issuable upon the exercise of the warrant we granted to our largest supplier MEMC on July 25, 2006. As of March 31, 2008, we had 154,438,749 ordinary shares issued and outstanding, 5,747,934 ordinary shares issuable upon the exercise of options, 7,359,636 ordinary shares issuable upon the exercise of the warrant we granted our largest supplier MEMC and 1,857,942 ordinary shares reserved for future issuance under our 2005 equity incentive plan.

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EXCHANGE RATE INFORMATION

          Our business is primarily conducted in China, our functional currency is Renminbi and a portion of our revenues are denominated in Renminbi. We record transactions denominated in other currencies at the rates of exchange prevailing when the transaction occur. We translate monetary assets and liabilities denominated in other currencies into Renminbi at rates of exchange in effect at the balance sheet dates and record exchange gains and losses in our statements of operations. We have chosen the U.S. dollar as our reporting currency. Accordingly we translate assets and liabilities using exchange rates in effect at each period end and we use average exchange rates for the statement of operations. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade. On June 13, 2008, the noon buying rate was RMB 6.9044 to $1.00.

          The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated based on the noon buying rate in The City of New York for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York.

	Noon Buying Rate
Period	Period End		Average(1)		Low		High
	(RMB per $1.00)
2003		8.2767		8.2771		8.2800		8.2765
2004		8.2765		8.2768		8.2774		8.2764
2005		8.0702		8.1826		8.2765		8.0702
2006		7.8041		7.9579		8.0702		7.8041
2007		7.2946		7.5806		7.8127		7.2946
December 2007		7.2946		7.3682		7.4120		7.2946
January 2008		7.1818		7.2405		7.2946		7.1818
February 2008		7.1115		7.1644		7.1973		7.1100
March 2008		7.0120		7.0722		7.1110		7.0105
April 2008		6.9870		6.9997		7.0185		6.9840
May 2008		6.9400		6.9725		6.9377		7.0000
June 2008 (through June 13)		6.9044		6.9268		6.9044		6.9633

(1) Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period.

          For your convenience, Japanese Yen amounts used in this prospectus have been translated into U.S. dollar amounts at ¥111.71 to $1, which was the noon buying rate in The City of New York on December 31, 2007, as certified for custom purpose by the Federal Reserve Bank of New York.

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ENFORCEABILITY OF CIVIL LIABILITIES

          We are incorporated in the Cayman Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as:

• political and economic stability;

• an effective judicial system;

• a favorable tax system;

• the absence of exchange control or currency restrictions; and

• the availability of professional and support services.

          However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:

• the Cayman Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection to investors; and

• Cayman Islands companies do not have standing to sue before the federal courts of the United States.

          Our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

          Substantially all of our current operations are conducted in China, and substantially all of our assets are located in China. A majority of our directors and officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon us or such persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

          We have appointed CT Corporation System as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

          However, there is uncertainty as to whether the courts of the Cayman Islands and the PRC, respectively, would:

• recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

• entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

          A final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation.

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          The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between the PRC and the country where the judgment is made or on reciprocity between jurisdictions.

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DESCRIPTION OF THE NOTES

          We have issued the notes under an indenture dated as of March 17, 2008 between us and Wilmington Trust Company, as trustee. We have also entered into a registration rights agreement dated as of March 17, 2008 pursuant to which we have agreed to, for the benefit of the holders of notes, file a shelf registration statement with the SEC covering resale of notes, as well as our ordinary shares represented by the ADSs, if any, issuable upon conversion of notes. The terms of the notes include those expressly set forth in the indenture, the notes and the registration rights agreement and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

          The following summary of the terms of the notes, the indenture and the registration rights agreement does not purport to be complete and is subject, and qualified in its entirety by reference, to the detailed provisions of the notes, the indenture and the registration rights agreement. We will provide copies of the indenture and the registration rights agreement to you upon request, and they are also available for inspection at the office of the trustee. Those documents, and not this description, define your legal rights as a holder of the notes.

          For purposes of this summary, the terms “Suntech,” “we,” “us” and “our” refer only to Suntech Power Holdings Co., Ltd. and not to any of its subsidiaries, unless we specify otherwise. Unless the context requires otherwise, the term “interest” includes “additional interest.”

General

          The notes:

• are limited to $575 million aggregate principal amount;

• bear interest at a rate of 3.00% per annum from and including the issuance date, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2008, to holders of record at the close of business on the preceding March 1 and September 1, respectively, except as described below;

• bear additional interest if we fail to comply with the obligations we describe under “— Registration Rights, Additional Interest;”

• will be issued in denominations of integral multiples of $1,000 principal amount, without coupons;

• are our unsecured indebtedness and are equal in right of payment to our other senior unsecured indebtedness as described under “— Ranking;”

• are convertible into our ADSs based on an initial conversion rate of 24.3153 ADSs per $1,000 principal amount of notes (which represents an initial conversion price of approximately $41.13 per ADS) under the conditions and subject to the adjustments described under “— Conversion Rights,” except that in lieu of delivering our ADSs upon the conversion of a note, we may elect to deliver cash or a combination of cash and our ADSs as described under “— Conversion Rights — Settlement Upon Conversion;”

• are subject to repurchase by us at the option of the holder upon a fundamental change, as described under “— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change,” at a repurchase price in cash equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to (but excluding) the fundamental change repurchase date; and

• mature on March 15, 2013, unless previously repurchased or converted.

          We may also from time to time repurchase the notes in tender offers, open market purchases or negotiated transactions without prior notice to holders.

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          We will initially issue the notes as global securities in book-entry form. All cash payments on the notes will be made in U.S. dollars. We will make payments in respect of notes represented by global securities by wire transfer of immediately available funds to DTC or its nominee as registered owner of the global securities. We will make payments in respect of notes that are issued in certificated form by wire transfer of immediately available funds to the accounts specified by each holder of more than $5.0 million aggregate principal amount of notes. However, if a holder of a certificated note does not specify an account, or holds $5.0 million or less in aggregate principal amount of notes, then we will mail a check to that holder’s registered address.

          The trustee’s main role is to enforce your rights against us if there is a default under the indenture. We describe some of the limitations on the extent to which the trustee acts on your behalf under “— Events Of Default” below. You may convert notes at the office of the conversion agent, present notes for registration of transfer at the office of the registrar for the notes and present notes for payment at maturity at the office of the paying agent. We have appointed the trustee to act as the initial conversion agent, registrar, bid solicitation agent and paying agent. The trustee has also agreed to perform administrative duties for us, such as arranging for interest payments and mailing notices under the indenture.

          We will not provide a sinking fund for the notes. The indenture does not contain any financial covenants and will not limit our ability to incur additional indebtedness, including senior or secured indebtedness, pay dividends or repurchase our securities. In addition, the indenture does not provide any protection to holders of notes in the event of a highly leveraged transaction or a change in control, except as, and only to the limited extent, described under “— Conversion Rights — Adjustment to the Conversion Rate Upon the Occurrence of a Make-Whole Fundamental Change,” “— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change” and “— Consolidation, Merger and Sale of Assets.”

          If any payment date with respect to the notes falls on a day that is not a business day, we will make the payment on the next business day. The payment made on the next business day will be treated as though it had been made on the original payment date, and no interest will accrue on the payment for the additional period of time.

          “Business day” means any weekday that is not a day on which banking institutions in the City of New York are authorized or obligated to close.

Interest Payments

          The notes will bear interest at a rate of 3.00% per annum from and including the issuance date or from and including the last date in respect of which interest has been paid or provided for, as the case may be, to (but excluding) the next interest payment date or its maturity date, as the case may be. Interest will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2008. Except as described below, we will pay interest that is due on an interest payment date to holders of record at the close of business on the preceding March 1 and September 1, respectively. Interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

          If a holder surrenders a note for conversion after the close of business on the record date for the payment of an installment of interest and before the related interest payment date, then, despite the conversion, we will, on the interest payment date, pay the interest due with respect to the note to the person who was the record holder of the note at the close of business on that record date. However, unless (i) the conversion date occurs on or after March 1, 2013 or (ii) we have specified a “fundamental change repurchase date” (as defined below) that is after a record date and on or prior to the corresponding interest payment date, the holder who surrenders the note for conversion after the close of business on the record date for the payment of an installment of interest and before the related interest payment date must pay to the conversion agent upon surrender of the note an amount in cash equal to the interest payable on such interest payment date on the portion of the note being converted. However, a holder that surrenders a note for conversion need not pay any overdue interest that has accrued on the note.

          If a holder surrenders a note for repurchase upon a fundamental change as described under “— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change,” we will pay accrued and unpaid interest, if any, to the holder that surrenders the note for repurchase.

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          For a description of when and to whom we must pay additional interest, if any, see “— Registration Rights, Additional Interest.”

Conversion Rights

          If the conditions for conversion of the notes described below, including those described under “— Conversion Procedures” and “— Conditions For Conversion,” are satisfied, holders of notes may, at any time prior to the third business day immediately preceding the maturity date, convert their notes in integral multiples of $1,000 principal amount based on an initial conversion rate of 24.3153 ADSs per $1,000 principal amount, subject to adjustment as described below. This rate results in an initial conversion price of approximately $41.13 per ADS. We will not issue fractional ADSs and instead will pay a cash adjustment for any fractional ADS based on, in the event of settlement entirely in ADSs, the closing sale price of our ADSs on the day we are required to notify you of our chosen method of settlement upon conversion and, in the event of settlement wholly or partially in cash, the daily VWAP of our ADSs on the final VWAP trading day of the related “cash settlement averaging period” (as defined in the indenture). Except as described below, we will not make any payment or other adjustment on conversion with respect to any accrued interest on the notes.

          If the number of our ordinary shares represented by the ADSs is changed, we will make appropriate adjustment to the conversion rate such that the number of our ordinary shares represented by the ADSs into which the notes are convertible remains the same.

          On conversion, the holders of notes will, to the extent they receive any ADSs upon conversion, also receive (to the same extent as other holders of our ADSs) any issuance or distribution of preferred shares, or any other securities or rights, made to our ordinary shareholders by our board of directors or us pursuant to the anti-takeover provisions in our articles of association, whether or not such securities or rights were issued or distributed prior to conversion.

          In certain circumstances, a holder must, upon conversion, pay interest if the conversion occurs between a record date and an interest payment date. See “— Interest Payments” above.

          A note for which a holder has delivered a fundamental change repurchase notice, as described below, requiring us to repurchase the note may be surrendered for conversion only if the holder withdraws the notice in accordance with the indenture, unless we default in the payment of the fundamental change repurchase price. See “— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change.”

          In accordance with the deposit agreement, dated as of December 13, 2005, by and among Suntech, The Bank of New York, as depositary, and the owners and beneficial owners of our ADSs, we will undertake to deliver to the custodian thereunder, such ordinary shares required for the issuance of the ADSs by the depositary upon conversion of the notes, plus written delivery instructions (if requested by the depositary or the custodian) for such ADSs and any other information or documentation required by the depositary or the custodian in connection with each deposit of ordinary shares and issuance and delivery of ADSs. The delivery of ADSs by the depositary to holders upon conversion of their notes or their designated transferees will be governed by the terms of the deposit agreement. See “Description of American Depositary Shares.”

Conversion Procedures

          To convert a certificated note, the holder must complete the conversion notice on the back of the note and deliver it, together with the note and any required interest payment, to the office of the conversion agent for the notes, which will initially be the office of the trustee. The conversion notice will, among other things, require the holder to certify that it is not, and has not been during the immediately preceding three months, our affiliate (within the meaning of Rule 144 under the Securities Act) or, alternatively, to give notice to the depositary that it is, or was during the immediately preceding three months, our affiliate. In addition, the holder must pay the applicable fees of the depositary for the issuance of such ADSs as described in the deposit agreement and any tax or duty payable as a result of any transfer involving the issuance or delivery of ADSs in a name other than that of the registered holder of the note. The note will be deemed to be converted on the date on which the holder has satisfied all of these

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requirements. We refer to this date as the “conversion date.” To convert interests in a global note, the holder must comply with DTC’s then applicable conversion program procedures.

          We will deliver, through the conversion agent, the cash, ADSs or combination thereof due upon conversion of a note as soon as practicable but, in the event of settlement entirely in ADSs, no later than the fifth scheduled trading day following the day we are required to notify you of our chosen method of settlement upon conversion and, in the event of settlement wholly or partially in cash, no later than the fifth scheduled trading day following the final VWAP trading day of the related cash settlement averaging period. However, if a holder surrenders a note for conversion in connection with a “make-whole fundamental change” under circumstances where we must increase the conversion rate applicable to that note, then we will deliver, through the conversion agent, the consideration that is payable on account of the increase in the conversion rate as soon as practicable, but in no event after the later of:

• the delivery date described in the first sentence of this paragraph; and

• the third business day after the effective date of the make-whole fundamental change.

See “— Adjustment to the Conversion Rate Upon the Occurrence of a Make-Whole Fundamental Change.”

          For a discussion of certain tax considerations applicable to a holder that converts notes, see “Taxation — Certain United States Federal Income Tax Consequences.”

          We will agree to take all such actions and obtain all such approvals and registrations with respect to the conversion of the notes into ADSs and the issuance, and deposit into the ADS facility, of the ordinary shares represented by such ADSs. We will also undertake to maintain, as long as the notes are outstanding, the effectiveness of a registration statement on Form F-6 relating to our ADSs and an adequate number of ADSs available for issuance thereunder such that ADSs can be delivered in accordance with the terms of the indenture, the notes and the deposit agreement upon conversion of the notes immediately following the earlier of:

• the effective date of the shelf registration statement described in “— Registration Rights, Additional Interest;” and

• the first anniversary of the first date on which we issue notes to the initial purchasers.

          We expect any newly issued ADSs to be accepted into the book-entry system maintained by DTC, and no person receiving ADSs shall receive or be entitled to receive physical delivery of ADSs, except in the limited circumstances set forth in the deposit agreement.

Settlement Upon Conversion

          In lieu of delivery of ADSs in satisfaction of our obligation upon conversion of the notes, we may elect to deliver cash or a combination of cash and ADSs.

          We will give notice, which shall be irrevocable, to holders through the trustee of the method we choose to satisfy our obligation upon conversion no later than the second scheduled trading day immediately after the related conversion date, provided that if the related conversion date occurs during the period beginning on (and including) the 27th scheduled trading day preceding the maturity date of such note, such notice of our election shall be given to holders no later than the 28th scheduled trading day prior to such maturity.

          We may, in lieu of sending individual notices of our election, send one notice to all holders of the method we choose to satisfy our conversion obligation for all conversions that occur on or after the 27th scheduled trading day preceding the maturity date of March 15, 2013; provided that such notice shall be irrevocable and shall apply to all holders converting within such period before maturity.

          If we do not give any notice within the applicable time period as to how we intend to settle, we shall satisfy our conversion obligation only in ADSs and cash in lieu of fractional ADSs. If we choose to satisfy any portion of

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our conversion obligation in cash (other than cash in lieu of fractional ADSs), we will specify the amount to be satisfied in cash as a percentage of the conversion obligation or a fixed dollar amount. We will treat all holders converting on the same day in the same manner. We will not, however, have any obligation to settle our conversion obligations on different days in the same manner, except for conversions that occur on or after the 27th scheduled trading day preceding the maturity date. That is, we may choose on one day to settle in ADSs only and choose on another day to settle in cash or a combination of cash and ADSs.

          Settlement of our conversion obligation that we have not elected to satisfy partially or entirely in cash will be made in ADSs as soon as practicable, but in no event later than the fifth scheduled trading day, after the day we are required to notify you of our chosen method of settlement.

          Settlement of our conversion obligation that we have elected to satisfy partially or entirely in cash will occur on the fifth scheduled trading day following the final VWAP trading day of the related cash settlement averaging period.

          If we elect to satisfy the entire conversion obligation with ADSs, we will deliver to you a number of our ADSs equal to (i) the aggregate principal amount of notes to be converted divided by $1,000, multiplied by (ii) the applicable conversion rate. In addition, in this case, we will pay cash for all fractional ADSs (calculated on an aggregate basis for the notes surrendered for conversion) based on the closing sale price of our ADSs on the day we are required to notify you of our chosen method of settlement.

          If we elect to satisfy the entire conversion obligation in cash, we will deliver to you cash in an amount equal to the product of:

• a number equal to (1) the aggregate principal amount of notes to be converted divided by $1,000 multiplied by (2) the conversion rate, and

• the average daily VWAP of our ADSs during the cash settlement averaging period.

          If we elect to satisfy a percentage or fixed amount (but not all) of our conversion obligation per $1,000 principal amount of notes in cash, we will deliver to you:

• a dollar amount (in each case, the “cash amount”) representing the percentage that we elect of the “conversion amount” or such fixed amount per $1,000 principal amount of note (provided that if such fixed amount exceeds the conversion amount, we will deliver the conversion amount in cash in lieu of such fixed amount); and

• a number of ADSs per $1,000 principal amount of notes equal to the sum of, for each VWAP trading day of the cash settlement averaging period, the greater of:

• zero, and

• a number of ADSs determined by the following formula:

(daily VWAP of our ADSs on such VWAP trading day X the conversion rate) - the cash amount
daily VWAP of our ADSs on such VWAP trading day X 20

          In these cases, we will pay cash for fractional ADSs (calculated on an aggregate basis for the notes you have surrendered for conversion) based on the daily VWAP of our ADSs on the last VWAP trading day of the cash settlement averaging period.

          The “cash settlement averaging period” means:

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• with respect to any conversion of a note occurring during the period beginning on (and including) the 27th scheduled trading day prior to the maturity date of such note, the 20 consecutive VWAP-trading day period beginning on (and including) the 24th scheduled trading day prior to such maturity; and

• in all other instances, the 20 consecutive VWAP trading day period beginning on (and including) the second VWAP trading day after the conversion date.

          The “conversion amount” means the average of the products for each VWAP trading day of the cash settlement averaging period of (i) the conversion rate for such day multiplied by (ii) the daily VWAP of our ADSs on such day multiplied by (iii) the aggregate principal amount of notes to be converted divided by $1,000.

          The “daily VWAP” for our ADSs means, for each of the 20 consecutive VWAP trading days during each cash settlement averaging period, the per ADS volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page STP.N <equity> AQR (or any equivalent successor page if such page is not available) in respect of the period from the scheduled open of trading on the principal trading market for our ADSs to the scheduled close of trading on such market on such VWAP trading day, or if such volume-weighted average price is unavailable, the market value of one ADS on such VWAP trading day as our board of directors determines in good faith using a volume-weighted method.

          A “VWAP trading day” means a day during which (i) trading in our ADSs generally occurs on the principal U.S. national securities exchange on which our ADSs are listed and (ii) there is no VWAP market disruption event. If our ADSs are not so listed, then “VWAP trading day” means a business day.

          A “VWAP market disruption event” means (i) a failure by the principal U.S. national securities exchange or market on which our ADSs are listed to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. on any scheduled trading day for our ADSs for an aggregate one half-hour period of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in our ADSs or in any options contracts or futures contracts relating to our ADSs.

Conditions For Conversion

          The notes will become convertible only in certain circumstances, which we describe below. If the notes become convertible, we will provide written notice to each registered holder, at its address appearing in the notes register, and we will publicly announce, through a reputable national newswire service in the United States, and publish on our website, that the notes have become convertible, stating, among other things:

• the event causing the notes to become convertible;

• the time during which the notes will be convertible as a result of that event;

• if that event is a transaction described under “— Conversion Upon the Occurrence of Certain Corporate Transactions,” the anticipated effective date of the transaction; and

• the procedures that holders must follow to convert their notes and the name and address of the conversion agent.

          We will mail the notice, and make the public announcement and publication, as soon as practicable, but in no event later than the open of business on the first business day following the date the notes become convertible as a result of the event.

          Holders may surrender their notes for conversion only in the following circumstances:

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Conversion Based on Price of our ADSs

          Prior to maturity or earlier repurchase, holders may surrender their notes for conversion during any calendar quarter after the calendar quarter ending June 30, 2008 if the “closing sale price” (as defined in the indenture) of our ADSs for each of 20 or more “trading days” (as defined in the indenture) in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 100% of the conversion price of the notes in effect on the last trading day of the immediately preceding calendar quarter.

          Our board of directors will make appropriate adjustments, in its good faith determination, to account for any adjustment to the conversion rate that becomes effective, or any event requiring an adjustment to the conversion rate where the “ex date” (as defined in the indenture) of the event occurs, during that 30 consecutive trading day period.

          The “closing sale price” of our ADSs on any trading day generally means the closing sale price of our ADSs (or, if no closing sale price is reported, the average of the bid and ask prices per ADS or, if more than one in either case, the average of the average bid and the average ask prices per ADS) on such trading day on the New York Stock Exchange or other principal U.S. national securities exchange on which our ADSs are listed or, if our ADSs are not listed on a U.S. national securities exchange, as otherwise provided in the indenture.

          “Trading day” generally means any day during which:

• trading in our ADSs generally occurs;

• there is no “market disruption event” (as defined in the indenture); and

• a closing sale price for our ADSs is provided on the New York Stock Exchange or, if our ADSs are not then listed on the New York Stock Exchange, on such other principal U.S. national securities exchange on which our ADSs are then listed.

          “Market disruption event” generally means the occurrence or existence during the one-half hour period ending on the scheduled close of trading on any trading day for our ADSs of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in our ADSs or in any options, contracts or future contracts relating solely to our ADSs.

Conversion Upon Satisfaction of the Trading Price Condition

          Prior to maturity or earlier repurchase, holders may surrender their notes for conversion during the five consecutive business days immediately after any five consecutive trading day period (we refer to this five consecutive trading day period as the “note measurement period”) if the average trading price per $1,000 principal amount of the notes, as determined following a request by a holder of notes in accordance with the procedures described below, was equal to or less than 97% of the average conversion value of the notes during the note measurement period.

          We refer to this condition as the “trading price condition.”

          For purposes of the trading price condition, the “conversion value” per $1,000 principal amount of notes on a trading day is the product of the closing sale price per ADS of our ADSs and the applicable conversion rate of the notes in effect on that trading day.

          Except as described below, the “trading price” of the notes on any day means the average secondary market bid quotations obtained by the bid solicitation agent for $5,000,000 principal amount of the notes at approximately 4:00 p.m., New York City time, on such day from three independent nationally recognized securities dealers we select, which may include any or all of the initial purchasers or their affiliates. However, if the bid solicitation agent can reasonably obtain only two such bids, then the average of the two bids will instead be used, and if the bid solicitation agent can reasonably obtain only one such bid, then that one bid will be used. If on a given day:

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• the bid solicitation agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of the notes from an independent nationally recognized securities dealer; or

• in the reasonable, good faith judgment of our board of directors, the bid quotation or quotations that the bid solicitation agent has obtained are not indicative of the secondary market value of the notes,

then the trading price per $1,000 principal amount of the notes will be deemed to be equal to 97% of the product of the closing sale price of our ADSs on that day and the conversion rate in effect on that day.

          The bid solicitation agent will have no obligation to determine the trading price of the notes unless we have requested it to do so, and we will have no obligation to make such request unless a holder provides us with reasonable evidence that the trading price per $1,000 principal amount of the notes would be equal to or less than 97% of the conversion value of the notes. At such time, we will instruct the bid solicitation agent to determine the trading price of the notes for each of the next five trading days and on each following trading day until the trading price condition is no longer satisfied.

Conversion Upon the Occurrence of Certain Corporate Transactions

          If:

• a “fundamental change,” as described under “— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change,” or a “make-whole fundamental change,” as described under “— Conversion Rights — Adjustment to the Conversion Rate Upon the Occurrence of a Make-Whole Fundamental Change” occurs; or

• we are party to a consolidation, merger, binding share exchange, reconstruction, amalgamation or other similar arrangement pursuant to which our ordinary shares (including ordinary shares represented by ADSs) would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property,

then a holder may surrender its notes for conversion at any time during the period that begins on, and includes, the 30th scheduled trading day before the date we originally announce as the anticipated effective date of the transaction and ends on, and includes, the 30th business day after the actual effective date of the transaction. In addition, if the transaction is a “make-whole fundamental change,” then the notes may also be surrendered for conversion at any time during the “make-whole conversion period” described under “— Conversion Rights — Adjustment to the Conversion Rate Upon the Occurrence of a Make-Whole Fundamental Change,” and if the transaction is a “fundamental change,” then the notes may also be surrendered for conversion at any time until (and including) the fundamental change repurchase date for that fundamental change. Holders that convert their notes in connection with a “make-whole fundamental change” may in some circumstances also be entitled to an increased conversion rate. See “— Conversion Rights — Adjustment to the Conversion Rate Upon the Occurrence of a Make-Whole Fundamental Change.”

          “Scheduled trading day” means a day that is scheduled to be a trading day on the principal U.S. national securities exchange on which our ADSs are listed.

          In addition, if we take any action, or become aware of any event, that would require an adjustment to the conversion rate as described in paragraphs (2) through (5) under “— Conversion Rights — Adjustments To The Conversion Rate” below, then we must mail to registered holders written notice of the action or event at least 30 scheduled trading days before the ex-date, effective date or expiration date, as the case may be, of the transaction. Holders may surrender their notes for conversion beginning on the date we mail the notice (or, if earlier, the date the indenture requires us to mail the notice) until the close of business on the business day immediately preceding the ex-date, effective date or expiration date, as the case maybe, of the transaction or until we announce that the transaction will not take place.

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Conversion During Three Months Prior to Maturity

          The notes may be surrendered for conversion at any time during the period from (and including) December 15, 2012 to (and including) the third business day preceding their maturity date.

Change In The Conversion Right Upon Certain Reclassifications, Business Combinations, Asset Sales And Corporate Events

          Except as provided in the indenture and as described below, if we reclassify our ordinary shares (other than a change only in par value or a change as a result of a subdivision or combination of our ordinary shares) or are party to a consolidation, merger, binding share exchange, reconstruction, amalgamation or other similar arrangement, or if we sell, transfer, lease, convey or otherwise dispose of all or substantially all of our property or assets, in each case pursuant to which our ordinary shares (including ordinary shares represented by ADSs) would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, then, at the effective time of the transaction, the right to convert a note will be changed into a right to convert it into the kind and amount of cash, securities or other property (the “reference property”), which a holder of such note would have received (assuming, if applicable, that the holder would have made the applicable election referred to in the immediately following paragraph) if the holder had converted the note and, upon such conversion, received, immediately before the transaction, ordinary shares in a number equal to the product of the number of ordinary shares represented by each ADS at the time multiplied by the conversion rate then applicable multiplied by the principal amount (expressed in thousands) of the note. However, at and after the effective time of the transaction, we may continue to elect to satisfy our obligation under the indenture in whole or in part by delivering cash in lieu of reference property upon the conversion of a note and the conversion amount will be calculated based on the fair value of the reference property.

          A change in the conversion right such as this could substantially lessen or eliminate the value of the conversion right. For example, if a third party acquires us in a cash merger, each note would be convertible solely into cash and would no longer be potentially convertible into securities whose value could increase depending on our future financial performance, prospects and other factors. There is no precise, established definition of the phrase “all or substantially all of our property or assets” under applicable law. Accordingly, there may be uncertainty as to whether the provisions above would apply to a sale, transfer, lease, conveyance or other disposition of less than all of our property or assets.

          If a transaction described above occurs and holders of our ordinary shares (including ordinary shares represented by ADSs) have the opportunity to elect the form of consideration to receive in that transaction, the kind and amount of consideration that a holder of our ordinary shares would have been entitled to will be deemed to be (i) the weighted average of the kind and amount of consideration received by the holders of our ordinary shares that affirmatively make such an election or (ii) if no holders of our ordinary shares affirmatively make such an election, the kind and amount of consideration actually received by such holders.

          If our ADS facility maintained with the depositary is terminated for any reason, but such event does not constitute a “termination of trading” (as defined below in “— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change”) because our ordinary shares are then listed for trading on a U.S. national securities exchange, all references to our ADSs will be deemed to refer to our ordinary shares, all references to the “closing sale price” and “daily VWAP” of our ADSs will be deemed to refer to the “closing sale price” and “daily VWAP” of our ordinary shares, and other appropriate adjustments will be made to reflect such change.

          If our ADS facility maintained with the depositary is terminated for any reason and such event does constitute a “termination of trading,” then the provisions of “— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change” shall apply.

          In the event of and upon the termination of our ADR facility (whether or not such event constitutes a “termination of trading”), the right to convert a note will be changed into a right to convert it into ordinary shares at a conversion rate (subject to the anti-dilution and other conversion rate adjustment provisions set forth in the indenture) equal to (i) the number of ordinary shares represented by each ADS immediately prior to such

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termination, multiplied by (ii) the conversion rate applicable immediately prior to such termination, multiplied by (iii) the principal amount (expressed in thousands) of the note.

Adjustments To The Conversion Rate

          Subject to the terms of the indenture, we will adjust the conversion rate as described below.

          (1) If we issue our ordinary shares as a dividend or distribution on our ordinary shares, or if we effect a share split or share combination, the conversion rate will be adjusted based on the following formula:

CR’ = CR(o) X	OS’
	OS(o)

where,
CR(o)	=	the conversion rate in effect immediately prior to the “ex-date” for such dividend or distribution or the effective date of such share split or combination, as the case may be;
CR’	=	the conversion rate in effect immediately after the “ex-date” for such dividend or distribution or the effective date of such share split or combination, as the case may be;
OS(o)	=	the number of our ordinary shares outstanding immediately prior to the “ex-date” for such dividend or distribution or the effective date of such share split or combination, as the case may be; and
OS’	=	the number of our ordinary shares that will be outstanding immediately after giving effect to such dividend or distribution or immediately after the effective date of such share split or combination, as the case may be.

          (2) If we distribute to all or substantially all holders of our ordinary shares any rights or warrants entitling them for a period of not more than 45 days after the record date for such distribution to subscribe for or purchase our ordinary shares (directly or in the form of ADSs) at a price per share less than the closing sale price of our ADSs divided by the number of ordinary shares then represented by each ADS on the trading day immediately preceding the declaration date of such distribution, the conversion rate will be adjusted based on the following formula; provided that the conversion rate will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration:

CR’ = CR(o) X	OS(o) + X
	OS(o) + Y

where,
CR(o)	=	the conversion rate in effect immediately prior to the “ex-date” for such distribution;
CR’	=	the conversion rate in effect immediately after the “ex-date” for such distribution;
OS(o)	=	the number of our ordinary shares outstanding immediately prior to the “ex-date” for such distribution;
X	=	the total number of our ordinary shares issuable (directly or in the form of ADSs) pursuant to such rights or warrants; and
Y	=	the number of our ordinary shares equal to the aggregate price payable to exercise such right or warrants divided by the average of the closing sale prices of our ADSs divided by the number of ordinary shares then represented by each ADS over the 10 consecutive trading-day period ending on the trading day immediately preceding the “ex-date” for such distribution.

          (3) If we distribute any interests in our share capital, evidences of our indebtedness or other assets or property to all or substantially all holders of our ordinary shares, excluding:

• dividends or distributions referred to in clause (1) or (2) above;

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• dividends or distributions paid exclusively in cash; and,

• spin-offs described below in this clause (3);

then the conversion rate will be adjusted based on the following formula:

CR’ = CR(o) X	SP(o)
	SP(o) - FMV

where,
CR(o)	=	the conversion rate in effect immediately prior to the “ex-date” for such distribution;
CR’	=	the conversion rate in effect immediately after the “ex-date” for such distribution;
SP(o)	=	the average of the closing sale prices of our ADSs divided by the number of ordinary shares then represented by each ADS over the 10 consecutive trading-day period ending on the trading day immediately preceding the “ex-date” for such distribution; and
FMV	=	the fair market value as determined by our board of directors of the interests in our share capital, evidences of indebtedness, assets or property distributed with respect to each outstanding ordinary share on the “ex-date” for such distribution.

          With respect to an adjustment pursuant to this clause (3) where there has been a payment of a dividend or other distribution on our ordinary shares in shares of any class or series, or similar equity interest, in the share capital of or relating to a subsidiary or other business unit of ours, which we refer to as a “spinoff,” the conversion rate in effect immediately before 5:00 p.m., New York City time, on the 10th trading day immediately following (and including) the effective date of the spin-off will be increased based on the following formula:

CR’ = CR(o) X	FMV(o) + MP(o)
	MP(o)

where,
CR(o)	=	the conversion rate in effect immediately prior to the 10(th) trading day immediately following the effective date of the spin-off;
CR’	=	the conversion rate in effect immediately after the 10(th) trading day immediately following the effective date of the spin-off;
FMV(o)	=	the average of the last reported sale prices of the shares or similar equity interest distributed to holders of our ordinary shares applicable to one ordinary share over the first 10 consecutive trading-day period immediately following (and including) the effective date of the spin-off; and
MP(o)	=	the average of the closing sale prices of our ADSs divided by the number of ordinary shares then represented by each ADS over the first 10 consecutive trading-day period immediately following (and including) the effective date of the spin-off.

          The adjustment to the conversion rate under the preceding paragraph will occur on the 10th trading day from (and including) the effective date of the spin-off; provided that in respect of any conversion within the first 10 trading days immediately following (and including) the effective date of any spin-off, references with respect to the spin-off to 10 trading days shall be deemed replaced with such lesser number of trading days as have elapsed between the effective date of such spin-off and the conversion date in determining the applicable conversion rate.

          (4) If we pay any cash dividends or distributions to all or substantially all holders of our ordinary shares, the conversion rate will be adjusted based on the following formula:

CR’ = CR(o) X	SP(o)
	SP(o) – C

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where,
CR(o)	=	the conversion rate in effect immediately prior to the “ex-date” for such distribution;
CR’	=	the conversion rate in effect immediately after the “ex-date” for such distribution;
SP(o)	=	the closing sale price of our ADSs divided by the number of ordinary shares then represented by each ADS on the trading day immediately preceding the “ex-date” for such distribution; and
C	=	the amount in cash per share we distribute to holders of our ordinary shares.

          (5) If we or any of our subsidiaries make a payment in respect of a tender offer or exchange offer for our ordinary shares, or ADSs representing our ordinary shares, then to the extent that the cash and value of any other consideration included in the payment per share of our ordinary shares, or equivalent payment per ordinary share represented by our ADSs, exceeds the closing sale price of our ADSs divided by the number of ordinary shares then represented by each ADS on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the conversion rate will be increased based on the following formula:

CR’ = CR(o) X	AC + (SP’ xOS’)
	OS(o) x SP’

where,
CR(o)	=	the conversion rate in effect on the date such tender or exchange offer expires;
CR’	=	the conversion rate in effect on the day next succeeding the date such tender or exchange offer expires;
AC	=	the aggregate value of all cash and any other consideration as determined by our board of directors paid or payable for the ordinary shares purchased (directly or in the form of ADSs) in such tender or exchange offer;
OS(o)	=	the number of our ordinary shares outstanding immediately prior to the date such tender or exchange offer expires;
OS’	=	the number of our ordinary shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to such tender offer or exchange offer); and
SP’	=	the closing sale price of our ADSs divided by the number of ordinary shares then represented by each ADS on the trading day next succeeding the date such tender or exchange offer expires.

          If the application of any of the foregoing formulas (other than in connection with a share combination) would result in a decrease in the conversion rate, no adjustment to the conversion rate will be made.

Events That Will Not Result In Adjustments

          The applicable conversion rate will not be adjusted:

• upon the issuance of any ordinary shares pursuant to any future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in ordinary shares under any such plan;

• upon the issuance of any ordinary shares, or any option, warrant, right or exercisable, exchangeable or convertible security to purchase our ordinary shares, pursuant to any future agreements entered into with our suppliers of raw materials or machinery as consideration or inducement to enter into such supply agreement;

• upon the issuance of any ordinary shares, or options or rights to purchase those shares, pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by us or any of our subsidiaries;

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• upon the issuance of any ordinary shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the date the notes were first issued;

• for a change in the par value of our ordinary shares; or

• for accrued and unpaid interest.

          If we issue rights, options or warrants that are only exercisable upon the occurrence of certain triggering events, then:

• we will not adjust the conversion rate pursuant to the provisions of the indenture described above until the earliest of these triggering events occurs; and

• we will readjust the conversion rate to the extent any of these rights, options or warrants are not exercised before they expire.

          The indenture does not require us to adjust the conversion rate for any of the events described in the provisions of the indenture described above if we make provision for holders of notes to participate in the transaction without conversion on a basis and with notice that our board of directors determines in good faith to be fair and appropriate, as provided in the indenture.

          We will not adjust the conversion rate pursuant to the provisions of the indenture described above unless the adjustment would result in a change of at least 1% in the then effective conversion rate. However, we will carry forward any adjustment that we would otherwise have to make and take that adjustment into account in any subsequent adjustment. In addition, we will give effect to all adjustments that we have otherwise deferred pursuant to this provision, and those adjustments will no longer be carried forward and taken into account in any subsequent adjustment, (i) if a fundamental change or make-whole fundamental change, or any transaction described under “— Conversion Rights — Conversion Upon the Occurrence of Certain Corporate Transactions” above, occurs, (ii) annually, upon each anniversary of the date of the first issuance of the notes, and (iii) on the 24th scheduled trading day prior to the maturity date of the notes and each VWAP trading day thereafter until the maturity date.

          To the extent permitted by law and the continued listing requirements of the New York Stock Exchange, we may, from time to time, increase the conversion rate by any amount for a period of at least 20 days or any longer period permitted by law, so long as the increase is irrevocable during that period and our board of directors determines that the increase is in our best interests. We will mail a notice of the increase to registered holders at least 15 days before the day the increase commences. In addition, we may, but are not obligated to, also increase the conversion rate as we determine to be advisable in order to avoid or diminish taxes to recipients of certain distributions.

          On conversion, the holders of notes will, to the extent they receive our ADSs upon conversion, also receive (to the same extent as other holders of our ADSs) any issuance or distribution of preferred shares, or any other securities or rights, made to our ordinary shareholders (including the depositary or its nominee as the holder of ordinary shares represented by our ADSs) by our board of directors or us pursuant to the anti-takeover provisions in our articles of association, whether or not such securities or rights were issued or distributed prior to conversion. A distribution of securities or rights pursuant to such a shareholder rights plan will not trigger a conversion rate adjustment pursuant to paragraphs (2) or (3) above so long as we have made proper provision to provide that holders will, to the extent they receive any ADSs upon conversion, also receive such securities or rights in accordance with the terms of the deposit agreement and the indenture.

          In the event of:

• a taxable distribution to holders of our ordinary shares which results in an adjustment to the conversion rate; or

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• an increase in the conversion rate at our discretion,

the holders of the notes may, in certain circumstances, be deemed to have received a distribution subject to United States federal income tax as a dividend. This generally would occur, for example, if we adjust the conversion rate to compensate holders for cash dividends on our ordinary shares and could also occur if we make other distributions of cash or property to our shareholders. See “Taxation — Certain United States Federal Income Tax Consequences.”

          In addition, to the extent that the number of ordinary shares represented by each ADS is changed, appropriate adjustments to the conversion rate adjustments described above (which may include ignoring such provision, if appropriate) will be made to reflect such change.

Adjustment to the Conversion Rate Upon the Occurrence of a Make-Whole Fundamental Change

          If, prior to maturity:

• any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), excluding Dr. Zhengrong Shi, is or becomes the “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the total outstanding voting power of all classes of our share capital entitled to vote generally in the election of directors (“voting shares”), or if Dr. Zhengrong Shi or any “group” (as that term is used in Sections 13(d) or 14(d) of the Exchange Act) of which he is a part is or becomes the “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of 60% or more of the total outstanding voting power of all of our voting shares;

• there occurs a sale, transfer, lease, conveyance or other disposition (other than a “permitted transfer” as described below) of all or substantially all of our property or assets to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b) (1) under the Exchange Act (we refer to such a transaction as an “asset sale make-whole fundamental change”); or

• there occurs any transaction or series of related transactions (other than a “listed share business combination” as described under “— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change”), in connection with which (whether by means of an exchange offer, liquidation, dissolution, winding up, tender offer, consolidation, merger, reconstruction, amalgamation, combination, reclassification, recapitalization, asset sale, lease of assets or otherwise) all or substantially all of our ordinary shares (including ordinary shares represented by ADSs) are exchanged for, converted into, acquired for or constitutes solely the right to receive other securities, other property, assets or cash (we refer to such any transaction described in this and the two immediately preceding bullet points as a “make-whole fundamental change”),

then we will increase, as described below under “— The Increase in the Conversion Rate,” the conversion rate applicable to notes that are surrendered for conversion at any time from (and including) the 30th scheduled trading day before the date we originally announced as the anticipated effective date of the make-whole fundamental change to (and including) the 30th business day after the actual effective date of the make-whole fundamental change (or, if the make-whole fundamental change also constitutes a “fundamental change,” as described under “— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change,” to (and including) the fundamental change repurchase date for that fundamental change). We refer to this period as the “make-whole conversion period.”

          We will mail to registered holders, at their addresses appearing in the notes register, notice of, and we will publicly announce, through a reputable national newswire service in the United States, and publish on our website, the anticipated effective date of any proposed make-whole fundamental change. We must make this mailing, announcement and publication at least 30 scheduled trading days before the first anticipated effective date of the make-whole fundamental change, in the case of the second or third bullet point above, and in any event no later than the actual effective date of the make-whole fundamental change. In addition, no later than the third business day

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after the completion of the make-whole fundamental change, we must make an additional notice, announcement and publication announcing such completion.

          A “permitted transfer” means any transfer of property or assets between or among one or more of our subsidiaries or from one or more of our subsidiaries to us.

          If a holder surrenders a note for conversion in connection with a make-whole fundamental change we have announced, but the make-whole fundamental change is not consummated, then the holder will not be entitled to the increased conversion rate referred to above in connection with the conversion.

The Increase in the Conversion Rate

          In connection with the make-whole fundamental change, we will increase the conversion rate by reference to the table below, based on the date when the make-whole fundamental change is first publicly announced, occurs or becomes effective, which we refer to as the “make-whole reference date,” and the “applicable price.” If the make-whole fundamental change is a transaction or series of related transactions described in the first or third bullet point under “— Conversion Rights — Adjustment to the Conversion Rate Upon the Occurrence of a Make-Whole Fundamental Change” and the consideration (excluding cash payments for fractional shares or pursuant to statutory appraisal rights) for our ordinary shares in the make-whole fundamental change consists solely of cash, then the “applicable price” will be the cash amount paid per share of our ordinary shares in the make-whole fundamental change multiplied by the number of ordinary shares then represented by each ADS. In all other cases, the “applicable price” will be the average of the “closing sale prices” (as defined in the indenture) of our ADSs for the five consecutive trading days immediately preceding the date on which the make-whole fundamental change becomes effective. Our board of directors will make appropriate adjustments, in its good faith determination, to account for any adjustment to the conversion rate that becomes effective, or any event requiring an adjustment to the conversion rate where the “ex date” (as defined in the indenture) of the event occurs, at any time during those five consecutive trading days.

          The following table sets forth the numbers of additional ADSs per $1,000 principal amount of notes that will be added to the conversion rate applicable to the notes that are converted during the make-whole conversion period. Such increased conversion rate will be used to determine the amount of cash, ADSs or combination thereof that are due upon conversion, as described under “— Conversion Rights — Settlement Upon Conversion” above. If an event occurs that requires an adjustment to the conversion rate, we will, on the date we must adjust the conversion rate, adjust the applicable price set forth in the first column of the table below by multiplying the applicable price in effect immediately before the adjustment by a fraction:

• whose numerator is the conversion rate in effect immediately before the adjustment; and

• whose denominator is the adjusted conversion rate.

          In addition, we will adjust the numbers of additional ADSs in the table below in the same manner in which, and for the same events for which, we must adjust the conversion rate as described under “— Conversion Rights — Adjustments to the Conversion Rate.”

Number of additional ADSs
(per $1,000 principal amount of notes)

	Make-Whole Reference Date
	March 17,		March 15,		March 15,		March 15,		March 15,		March 15,
Applicable price	2008		2009		2010		2011		2012		2013
$30.24		8.7534		8.7534		8.7534		8.7534		8.7534		8.7534
$32.00		7.8941		7.6502		7.3416		7.0603		6.7503		6.9347
$36.00		6.3263		6.0218		5.6269		5.1862		4.5584		3.4625
$38.00		5.7060		5.3844		4.9655		4.4777		3.7564		2.0005
$40.00		5.1696		4.8372		4.4034		3.8847		3.1041		0.6847
$45.00		4.1094		3.7695		3.3268		2.7813		1.9601		0.0000
$50.00		3.3367		3.0064		2.5795		2.0512		1.2803		0.0000

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	Make-Whole Reference Date
	March 17,		March 15,		March 15,		March 15,		March 15,		March 15,
Applicable price	2008		2009		2010		2011		2012		2013
$55.00		2.7579		2.4459		2.0468		1.5569		0.8741		0.0000
$60.00		2.3139		2.0240		1.6575		1.2143		0.6277		0.0000
$75.00		1.4644		1.2424		0.9723		0.6637		0.3104		0.0000
$90.00		0.9972		0.8308		0.6354		0.4242		0.2040		0.0000
$120.00		0.5233		0.4288		0.3234		0.2183		0.1147		0.0000
$150.00		0.2969		0.2411		0.1810		0.1239		0.0676		0.0000
$200.00		0.1172		0.0930		0.0675		0.0450		0.0235		0.0000

          The exact applicable price and make-whole reference date for the notes may not be as set forth in the table above, in which case:

• if the actual applicable price is between two applicable prices listed in the table above, or the actual make-whole reference date is between two dates listed in the table above, we will determine the number of additional ADSs to be added in respect of the notes by linear interpolation between the numbers of additional ADSs set forth for the two applicable prices in the table above, or for the two dates based on a 365-day year, as applicable;

• if the actual applicable price is greater than $200.00 per ADS (subject to adjustment), we will not increase the conversion rate; and

• if the actual applicable price is less than $30.24 per ADS (subject to adjustment), we will not increase the conversion rate.

          In no event will the conversion rate for the notes exceed 33.0687 ADSs per $1,000 principal amount. We will adjust this maximum conversion rate in the same manner in which, and for the same events for which, we must adjust the conversion rate as described under “— Conversion Rights — Adjustments to the Conversion Rate.”

          Our obligation to increase the conversion rate as described above could be considered a penalty, in which case its enforceability would be subject to general principles of reasonableness of economic remedies.

Holders May Require Us To Repurchase Their Notes Upon A Fundamental Change

          If a “fundamental change,” as described below, occurs, each holder will have the right, at its option, subject to the terms and conditions of the indenture, to require us to repurchase for cash all or any portion of the holder’s notes in integral multiples of $1,000 principal amount, at a price equal to 100% of the principal amount of the notes to be repurchased, plus, except as described below, any accrued and unpaid interest to (but excluding) the “fundamental change repurchase date,” as described below.

          However, if the fundamental change repurchase date is after a record date for the payment of an installment of interest and on or before the related interest payment date, then the payment of interest becoming due on that interest payment date will be payable, on that interest payment date, to the holder of record at the close of business on the record date, and the repurchase price will not include any accrued and unpaid interest.

          We must repurchase the notes on a date of our choosing, which we refer to as the “fundamental change repurchase date.” However, the fundamental change repurchase date must be no later than 35 days, and no earlier than 20 days, after the date we have mailed a notice of the fundamental change, as described below.

          Within 20 business days after the occurrence of a fundamental change, we must mail to all registered holders of notes at their addresses shown on the register of the registrar, and to beneficial owners as required by applicable law, a notice regarding the fundamental change. We must also publicly release, through a reputable national newswire service in the United States, and publish on our website, a notice of the fundamental change. The notice must state, among other things:

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• the events causing the fundamental change;

• the date of the fundamental change;

• the fundamental change repurchase date;

• the last date on which a holder may exercise the repurchase right;

• the fundamental change repurchase price;

• the names and addresses of the paying agent and the conversion agent;

• the procedures that holders must follow to exercise their repurchase right;

• the conversion rate and any adjustments to the conversion rate that will result from the fundamental change; and

• that notes with respect to which a holder has delivered a fundamental change repurchase notice may be converted, if otherwise convertible, only if the holder withdraws the fundamental change repurchase notice in accordance with the terms of the indenture.

          To exercise the repurchase right, a holder must deliver a written fundamental change repurchase notice to the paying agent no later than the close of business on the third business day immediately preceding the fundamental change repurchase date. This written notice must state:

• the certificate numbers of the notes that the holder will deliver for repurchase, if they are in certificated form;

• the principal amount of the notes to be repurchased which must be an integral multiple of $1,000; and

• that the notes are to be repurchased by us pursuant to the fundamental change provisions of the indenture.

          A holder may withdraw any fundamental change repurchase notice by delivering to the paying agent a written notice of withdrawal prior to the close of business on the third business day immediately preceding the fundamental change repurchase date. The notice of withdrawal must state:

• the name of the holder;

• a statement that the holder is withdrawing its election to require us to repurchase its notes;

• the certificate numbers of the notes being withdrawn, if they are in certificated form;

• the principal amount of the notes being withdrawn, which must be an integral multiple of $1,000; and

• the principal amount of the notes that remain subject to the fundamental change repurchase notice which must be an integral multiple of $1,000.

          If the notes are not in certificated form, the above notices must comply with appropriate DTC procedures.

          To receive payment of the fundamental change repurchase price for a note for which the holder has delivered and not validly withdrawn a fundamental change repurchase notice, the holder must deliver the note, together with necessary endorsements, to the paying agent at any time after delivery of the fundamental change repurchase notice. We will pay the fundamental change repurchase price for the note on or before the third business

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day after the later of the fundamental change repurchase date and the time of delivery of the note, together with necessary endorsements.

          For a discussion of certain tax considerations applicable to a holder upon the exercise of the repurchase right, see “Taxation — Certain United States Federal Income Tax Consequences.”

          If the paying agent holds on the fundamental change repurchase date money sufficient to pay the fundamental change repurchase price due on a note in accordance with the terms of the indenture, then, on and after the fundamental change repurchase date, the note will cease to be outstanding and interest on such note will cease to accrue, whether or not the holder delivers the note to the paying agent. Thereafter, all other rights of the holder terminate, other than the right to receive the fundamental change repurchase price upon delivery of the note.

          A “fundamental change” generally will be deemed to occur upon the occurrence of a “change in control” or a “termination of trading.”

          A “change in control” generally will be deemed to occur at such time as:

• any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Dr. Zhengrong Shi, is or becomes the “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the total outstanding voting power of all classes of our voting shares, or if Dr. Zhengrong Shi or any “group” (as that term is used in Sections 13(d) or 14(d) of the Exchange Act) of which he is a part is or becomes the “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of 60% or more of the total outstanding voting power of all of our voting shares;

• there occurs a sale, transfer, lease, conveyance or other disposition (other than a “permitted transfer” as described under “— Adjustment to the Conversion Rate Upon the Occurrence of a Make-Whole Fundamental Change” above) of all or substantially all of our property or assets to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b) (1) under the Exchange Act;

• we consolidate or amalgamate with, merge with or into, or are reconstructed into another person or any person consolidates or amalgamates with, or merges with or into, or are reconstructed into us, unless either:

• the persons that “beneficially owned,” directly or indirectly, our voting shares immediately prior to such transaction “beneficially own,” directly or indirectly, immediately after such transaction, the surviving or continuing corporation’s voting shares representing at least a majority of the total outstanding voting power of all outstanding classes of voting shares of the surviving or continuing corporation in substantially the same proportion as such ownership immediately prior to such transaction; or

• both of the following conditions are satisfied (we refer to such a transaction as a “listed share business combination”):

• at least 90% of the consideration (other than cash payments for fractional ADSs or pursuant to statutory appraisal rights) in such consolidation or merger consists of common stock, shares or ADSs traded on a U.S. national securities exchange (or which will be so traded or quoted when issued or exchanged in connection with such transaction); and

• as a result of such transaction, the notes become convertible solely into such common stock, shares or ADSs (subject to our right to elect full or partial cash settlement of our conversion obligation);

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• the following persons cease for any reason to constitute a majority of our board of directors:

• individuals who on the first issue date of the notes constituted our board of directors; and

• any new directors whose election to our board of directors or whose nomination for election by our shareholders was approved by at least a majority of our directors then still in office either who were directors on such first issue date of the notes or whose election or nomination for election was previously so approved; or

• we are liquidated, dissolved or wound up or our shareholders approve any plan or proposal for our liquidation, dissolution or winding up.

          There is no precise, established definition of the phrase “all or substantially all of our property or assets” under applicable law. Accordingly, there may be uncertainty as to whether a sale, transfer, lease, conveyance or other disposition of less than all of our property or assets would permit a holder to exercise its right to have us repurchase its notes in accordance with the fundamental change provisions described above.

          A “termination of trading” is deemed to occur when neither our ADSs (or other securities into which the notes are then convertible) nor the ordinary shares represented by our ADSs are listed for trading on a U.S. national securities exchange.

          We may not have the financial resources, and we may not be able to arrange for financing, to pay the fundamental change repurchase price for all notes holders have elected to have us repurchase. Furthermore, the terms of our existing or future indebtedness may limit our ability to pay the repurchase price to repurchase notes. Our failure to repurchase the notes when required would result in an event of default with respect to the notes. The exercise by holders of the notes of their right to require us to repurchase their notes upon a fundamental change could cause a default under our other outstanding indebtedness, even if the fundamental change itself does not.

          We may in the future enter into transactions, including recapitalizations, that would not constitute a fundamental change but that would increase our debt or otherwise adversely affect holders of the notes. The indenture for the notes does not restrict our or our subsidiaries’ ability to incur indebtedness, including senior or secured indebtedness. Our incurrence of additional indebtedness could adversely affect our ability to service our indebtedness, including the notes.

          In addition, the fundamental change repurchase feature of the notes would not necessarily afford holders of the notes protection in the event of highly leveraged or other transactions involving us that may adversely affect holders of the notes. Furthermore, the fundamental change repurchase feature of the notes may in certain circumstances deter or discourage a third party from acquiring us, even if the acquisition may be beneficial to you.

          In connection with any fundamental change offer, we will, to the extent applicable:

• comply with the provisions of Rule 13e-4 and Regulation 14E under the Exchange Act and all other applicable laws; and

• file a Schedule TO or any other required schedule under the Exchange Act or other applicable laws.

Ranking

          The notes will be our unsecured senior obligations and will rank equally with all our other unsecured senior indebtedness. However, the notes will be effectively subordinated to any of our future secured indebtedness to the extent of the assets securing such indebtedness. The notes will be effectively subordinated to all liabilities, including trade payables and lease obligations of our subsidiaries. As of December 31, 2007, our subsidiaries had approximately $341.8 million of indebtedness and other obligations to which the notes are structurally subordinated. All of our operations are conducted through our subsidiaries. Any right by us to receive the assets of any of our subsidiaries upon a liquidation or reorganization of that subsidiary, and the consequent right of the holders of the

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notes to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, except to the extent that we are recognized as a creditor of such subsidiary, in which case our claims would still be subordinated to any security interests in the assets of such subsidiary and any indebtedness of such subsidiary that is senior to that held by us.

          Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due on the notes or to make any funds available for payment on the notes, whether by dividends, loans or other payments. In addition, the payment of dividends and the making of loans and advances to us by those subsidiaries may be subject to statutory, contractual or other restrictions, may depend on the earnings or financial condition of those subsidiaries and are subject to various business considerations. As a result, we may be unable to gain access to the cash flow or assets of our subsidiaries.

          The indenture does not limit the amount of additional indebtedness, including senior or secured indebtedness, which we can create, incur, assume or guarantee, nor does the indenture limit the amount of indebtedness or other liabilities that our subsidiaries can create, incur, assume or guarantee.

Consolidation, Merger And Sale Of Assets

          The indenture prohibits us from consolidating or amalgamating with or merging with or into or reconstructing into or entering into other similar arrangements with, or selling, transferring, leasing, conveying or otherwise disposing of all or substantially all of our property or assets to, another person, whether in a single transaction or series of related transactions, unless, among other things:

• such other person is a corporation organized and existing under the laws of the Cayman Islands, the British Virgin Islands, Bermuda, Hong Kong, the United States, any state of the United States or the District of Columbia;

• such person assumes all of our obligations under the notes and the indenture; and

• no default or event of default exists immediately after giving effect to the transaction or series of transactions.

          When the successor assumes all of our obligations under the indenture, except in the case of a lease, our obligations under the indenture will terminate. An assumption of our obligations under the notes and the indenture by such successor might be deemed for United States federal income tax purposes to be an exchange of the notes for new notes by the holders thereof, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to the holders. Holders should consult their own tax advisors regarding the tax consequences of such an assumption. See “Taxation — Certain United States Federal Income Tax Consequences.”

          Some of the transactions described above could constitute a fundamental change that permits holders to require us to repurchase their notes, as described under “— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change.”

          There is no precise, established definition of the phrase “all or substantially all of our property or assets” under applicable law. Accordingly, there may be uncertainty as to whether the provisions above would apply to a sale, transfer, lease, conveyance or other disposition of less than all of our property or assets.

Events of Default

          The following are events of default under the indenture for the notes:

• our failure to pay the principal of or premium, if any, on any note when due, whether at maturity, on a fundamental change repurchase date with respect to a fundamental change or otherwise;

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• our failure to pay an installment of interest or additional interest, if any, on any note when due, if the failure continues for 30 days after the date when due;

• our failure to satisfy our conversion obligations upon the exercise of a holder’s conversion right;

• our failure to timely provide notice as described under “— Conversion Rights — Adjustment to the Conversion Rate Upon the Occurrence of a Make-Whole Fundamental Change” or “— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change;”

• our failure to comply with any other term, covenant or agreement contained in the notes or the indenture, if the failure is not cured within 60 days after notice to us by the trustee or to the trustee and us by holders of at least 25% in aggregate principal amount of the notes then outstanding, in accordance with the indenture;

• a default by us or any of our subsidiaries in the payment when due, after the expiration of any applicable grace period, of principal of, or premium, if any, or interest on, indebtedness for money borrowed in the aggregate principal amount then outstanding of $30 million or more, or acceleration of our or our subsidiaries’ indebtedness for money borrowed in such aggregate principal amount or more so that it becomes due and payable before the date on which it would otherwise have become due and payable, if such default is not cured or waived, or such acceleration is not rescinded, within 60 days after notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of notes then outstanding, in accordance with the indenture;

• failure by us or any of our subsidiaries, within 60 days, to pay, bond or otherwise discharge any judgments or orders for the payment of money the total uninsured amount of which for us or any of our subsidiaries exceeds $50 million, which are not stayed on appeal; and

• certain events of bankruptcy, insolvency or reorganization with respect to us or any of our subsidiaries that is a “significant subsidiary” (as defined in Regulation S-X under the Securities Exchange Act of 1934) or any group of our subsidiaries that in the aggregate would constitute a “significant subsidiary.”

          If an event of default, other than an event of default referred to in the last bullet point above with respect to us (but including an event of default referred to in that bullet point solely with respect to a significant subsidiary, or group of subsidiaries that in the aggregate would constitute a significant subsidiary, of ours), has occurred and is continuing, either the trustee, by notice to us, or the holders of at least 25% in aggregate principal amount of the notes then outstanding, by notice to us and the trustee, may declare the principal of, and any accrued and unpaid interest, including additional interest, if any, on, all notes to be immediately due and payable. In the case of an event of default referred to in the last bullet point above with respect to us (and not solely with respect to a significant subsidiary, or group of subsidiaries that in the aggregate would constitute a significant subsidiary, of ours), the principal of, and accrued and unpaid interest, including additional interest, if any, on, all notes will automatically become immediately due and payable.

          Notwithstanding the foregoing, if we so elect, the sole remedy of holders for an event of default relating to any obligation we may have or are deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act of 1939 relating to our failure to file any document or report that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 or of the covenant described below in “— Rule 144A Information, SEC Reporting,” will for the first 90 days after the occurrence of such event of default consist exclusively of the right (the “extension right”) to receive additional interest on the notes at an annual rate equal to 0.25% of the principal amount of the notes. Any such additional interest will be payable in the same manner and on the same dates as the stated interest payable on the notes. The additional interest will accrue on all outstanding notes from and including the date on which an event of default relating to a failure to comply with the reporting obligations in the indenture first occurs to but not including the 90th day thereafter (or such earlier date on which such event of default shall have been cured or waived). On such 90th day (or earlier, if such event of default is cured or waived prior to such 90th day), such additional interest will cease to accrue and the notes will be subject to acceleration as provided above if such event of default is continuing. For the avoidance of doubt, the additional interest shall not begin to

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accrue until we fail to perform the reporting covenant for a period of 60 days after notice of such failure to us by the trustee or to the trustee and us by holders of at least 25% in aggregate principal amount of the notes then outstanding in accordance with the indenture.

          Notwithstanding the preceding paragraph, if an event of default under any other series of our debt securities occurs as a result of our failure to file any such document or report and such event of default results in the principal amount of such debt securities becoming due and payable, then the extension right will no longer apply and the notes will be subject to acceleration as provided above.

          After any acceleration of the notes, the holders of a majority in aggregate principal amount of the notes, by written notice to the trustee, may rescind or annul such acceleration in certain circumstances, if:

• the rescission would not conflict with any order or decree;

• all events of default, other than the non-payment of accelerated principal or interest, have been cured or waived; and

• certain amounts due to the trustee are paid.

          The indenture does not obligate the trustee to exercise any of its rights or powers at the request or demand of the holders, unless the holders have offered to the trustee security or indemnity that is reasonably satisfactory to the trustee against the costs, expenses and liabilities that the trustee may incur to comply with the request or demand. Subject to the indenture, applicable law and the trustee’s rights to indemnification, the holders of a majority in aggregate principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.

          No holder will have any right to institute any proceeding under the indenture, or for the appointment of a receiver or a trustee, or for any other remedy under the indenture, unless:

• the holder gives the trustee written notice of a continuing event of default;

• the holders of at least 25% in aggregate principal amount of the notes then outstanding make a written request to the trustee to pursue the remedy;

• the holder or holders offer and, if requested, provide the trustee indemnity reasonably satisfactory to the trustee against any loss, liability or expense; and

• the trustee fails to comply with the request within 60 days after the trustee receives the written notice, request and offer of indemnity and does not receive, during those 60 days, from holders of a majority in aggregate principal amount of the notes then outstanding, a direction that is inconsistent with the request.

          However, the above limitations do not apply to a suit by a holder to enforce:

• the payment of any amounts due on that holder’s notes after the applicable due date; or

• the right to convert that holder’s notes in accordance with the indenture.

          Except as provided in the indenture, the holders of a majority of the aggregate principal amount of outstanding notes may, by written notice to the trustee, waive any past default or event of default and its consequences, other than a default or event of default:

• in the payment of principal of, or premium, if any, or interest or additional interest, if any, on, any note or in the payment of the fundamental change repurchase price;

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• arising from our failure to convert any note in accordance with the indenture; or

• in respect of any provision under the indenture that cannot be modified or amended without the consent of the holders of each outstanding note affected.

          We will promptly notify the trustee in writing upon our becoming aware of the occurrence of any default or event of default. In addition, the indenture requires us to furnish to the trustee, on an annual basis, a statement by our officers stating whether they have actual knowledge of any default or event of default by us in performing any of our obligations under the indenture or the notes and describing any such default or event of default. If a default or event of default has occurred and the trustee has received written notice of the default or event of default in accordance with the indenture, the trustee must mail to each registered holder a notice of the default or event of default within 30 days after receipt of the notice. However, the trustee need not mail the notice if the default or event of default:

• has been cured or waived; or

• is not in the payment of any amounts due with respect to any note and the trustee in good faith determines that withholding the notice is in the best interests of holders.

Modification And Waiver

          We may amend or supplement the indenture or the notes with the consent of the holders of at least a majority in aggregate principal amount of the outstanding notes. In addition, subject to certain exceptions, the holders of a majority in aggregate principal amount of the outstanding notes may waive our compliance with any provision of the indenture or notes. However, without the consent of the holders of each outstanding note affected, no amendment, supplement or waiver may:

• change the stated maturity of the principal of, or the payment date of any installment of interest or additional interest on, any note;

• reduce the principal amount of, or any premium, interest or additional interest on, any note;

• change the place, manner or currency of payment of principal of, or any premium, interest or additional interest on, any note;

• impair the right to institute a suit for the enforcement of any payment on, or with respect to, or of the conversion of, any note;

• modify, in a manner adverse to the holders of the notes, the provisions of the indenture relating to the right of the holders to require us to repurchase notes upon a fundamental change;

• modify the ranking provisions of the indenture in a manner adverse to the holders of the notes;

• adversely affect the right of the holders of the notes to convert their notes in accordance with the indenture;

• reduce the percentage in aggregate principal amount of outstanding notes whose holders must consent to a modification or amendment of the indenture or the notes;

• reduce the percentage in aggregate principal amount of outstanding notes whose holders must consent to a waiver of compliance with any provision of the indenture or the notes or a waiver of any default or event of default; or

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• modify the provisions of the indenture with respect to modification and waiver (including waiver of a default or event of default), except to increase the percentage required for modification or waiver or to provide for the consent of each affected holder.

          We may amend or supplement the indenture or the notes without notice to or the consent of any holder of the notes to:

• evidence the assumption of our obligations under the indenture and the notes by a successor upon our consolidation, merger, reconstruction, amalgamation or entering into other similar arrangement or the sale, transfer, lease, conveyance or other disposition of all or substantially all of our property or assets in accordance with the indenture;

• make adjustments in accordance with the indenture to the right to convert the notes upon certain reclassifications or changes in our ordinary shares or ADSs and certain consolidations, mergers, binding share exchanges, reconstructions, amalgamations and other similar arrangements and upon the sale, transfer, lease, conveyance or other disposition of all or substantially all of our property or assets;

• make any changes or modifications to the indenture necessary in connection with the registration of the public offer and sale of the notes under the Securities Act pursuant to the registration rights agreement or the qualification of the indenture under the Trust Indenture Act of 1939;

• evidence and provide the acceptance of the appointment of a successor trustee under the indenture;

• secure our obligations in respect of the notes;

• add to our covenants for the benefit of the holders of the notes or to surrender any right or power conferred upon us;

• make provision with respect to adjustments to the conversion rate as required by the indenture or to increase the conversion rate in accordance with the indenture; or

• make any changes of a formal, minor or technical nature or necessary to correct a manifest error or to comply with mandatory provisions of applicable law as evidenced by an opinion of counsel so long as such change does not adversely affect the rights of the holders of the notes in any material respect.

          In addition, we and the trustee may enter into a supplemental indenture without the consent of holders of the notes in order to cure any ambiguity, defect, omission or inconsistency in the indenture in a manner that does not, individually or in the aggregate with all other changes, adversely affect the rights of any holder in any material respect.

          Except as provided in the indenture, the holders of a majority in aggregate principal amount of the outstanding notes, by written notice to the trustee, generally may:

• waive compliance by us with any provision of the indenture or the notes, as detailed in the indenture; and

• waive any past default or event of default and its consequences, except a default or event of default:

• in the payment of principal of, or premium, if any, or interest or additional interest on, any note or in the payment of the fundamental change repurchase price;

• arising from our failure to convert any note in accordance with the indenture; or

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• in respect of any provision under the indenture that cannot be modified or amended without the consent of the holders of each outstanding note affected.

Discharge

          We may generally satisfy and discharge our obligations under the indenture by:

• delivering all outstanding notes to the trustee for cancellation; or

• depositing with the trustee or the paying agent after the notes have become due and payable, whether at stated maturity or any fundamental change repurchase date, cash sufficient to pay all amounts due on all outstanding notes and paying all other sums payable under the indenture.

          In addition, in the case of a deposit, there must not exist a default or event of default on the date we make the deposit, and the deposit must not result in a breach or violation of, or constitute a default under, the indenture.

Calculations In Respect of Notes

          We are responsible for making all calculations called for under the indenture and notes. These calculations include, but are not limited to, determination of the trading price of the notes, the current market price of our ADSs, the number of ADSs, if any, issuable upon conversion of the notes, the amount of cash, if any, payable upon conversion of the notes and the amounts of interest and additional interest payable on the notes. We will make all of these calculations in good faith, and, absent manifest error, these calculations will be final and binding on all holders of notes. We will provide a copy of these calculations to the trustee and the conversion agent, as required, and the trustee and the conversion agent are entitled to rely on the accuracy of our calculations without independent verification. The trustee and/or the conversion agent will forward our calculations to any holder of notes upon the request of the holder.

Additional Amounts

          All payments made by us under or with respect to the notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which we or any successor are organized or treated as a resident for tax purposes or through which payment is made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, we will pay to the holder of each note such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by the holder after such withholding or deduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts which would have been received by such holder had no such withholding or deduction been required, except that no Additional Amount shall be payable:

• for or on account of:

          (a) any tax, duty, assessment or other governmental charge that would not have been imposed but for:

     (i) the existence of any present or former connection between the holder or beneficial owner of such note, and the Relevant Taxing Jurisdiction other than merely holding such note or the receipt of payments thereunder, including, without limitation, such holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein;

     (ii) the presentation of such note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of, premium, if any, and interest on, such note became due and payable pursuant to the terms thereof or was made or duly provided for; or

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     (iii) the failure of the holder or beneficial owner to comply with a timely request from us or any successor, addressed to the holder or beneficial owner, as the case may be, to provide certification, information, documents or other evidence concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by law, regulation or administrative practice of the Relevant Taxing Jurisdiction to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such holder;

          (b) any estate, inheritance, gift, sale, transfer, capital gains, excise, personal property or similar tax, assessment or other governmental charge;

          (c) any tax, duty, assessment or other governmental charges that is payable otherwise than by withholding from payments under or with respect to the notes; or

          (d) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (a), (b) or (c); or

• with respect to any payment of the principal of, or premium, if any, or interest on, such note to a holder, if the holder is a fiduciary, partnership or person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner or beneficial owner been the holder thereof.

          Whenever there is mentioned in any context the payment of principal of, and any premium or interest on, any note, such mention shall be deemed to include payment of Additional Amounts provided for in the indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

No Personal Liability of Directors, Officers, Employees or Shareholders

          None of our past, present or future directors, officers, employees or shareholders, as such, will have any liability for any of our obligations under the notes or the indenture or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a note, each holder waives and releases all such liability. This waiver and release is part of the consideration for the issue of the notes. However, this waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Rule 144A Information, SEC Reporting

          If at any time we are not subject to the reporting requirements of the Exchange Act, we will promptly furnish to the holders, beneficial owners and prospective purchasers of the notes or ADSs issuable upon conversion of the notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of those notes or ADSs pursuant to Rule 144A. In addition, we must provide the trustee with a copy of the reports we must file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act no later than the time those reports must be filed with the SEC. The filing of these reports with the SEC through its EDGAR database within the time periods for filing the same under the Exchange Act (including, if applicable, any extension permitted by Rule 12b-25 under the Exchange Act) will satisfy our obligation to furnish those reports to the trustee.

Reports To Trustee

          We will furnish to the trustee copies of our annual report to shareholders, containing audited financial statements, and any other financial reports which we furnish to our shareholders.

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Unclaimed Money

          If money deposited with the trustee or paying agent for the payment of principal of, premium, if any, or accrued and unpaid interest or additional interest on, the notes remains unclaimed for two years, the trustee and paying agent will pay the money back to us upon our written request. However, the trustee and paying agent have the right to withhold paying the money back to us until they publish (in no event later than five days after we request repayment) in a newspaper of general circulation in the City of New York, or mail to each registered holder, a notice stating that the money will be paid back to us if unclaimed after a date no less than 30 days from the publication or mailing. After the trustee or paying agent pays the money back to us, holders of notes entitled to the money must look to us for payment as general creditors, subject to applicable law, and all liability of the trustee and the paying agent with respect to the money will cease.

Purchase and Cancellation

          The registrar, paying agent and conversion agent will forward to the trustee any notes surrendered to them for transfer, exchange, payment or conversion, and the trustee will promptly cancel those notes in accordance with its customary procedures. We will not issue new notes to replace notes that we have paid or delivered to the trustee for cancellation or that any holder has converted.

          We may, to the extent permitted by law, purchase notes in the open market or by tender offer at any price or by private agreement. We may, at our option and to the extent permitted by law, reissue, resell or surrender to the trustee for cancellation any notes we purchase in this manner. Notes surrendered to the trustee for cancellation may not be reissued or resold and will be promptly cancelled.

Replacement of Notes

          We will replace mutilated, lost, destroyed or stolen notes at the holder’s expense upon delivery to the trustee of the mutilated notes or evidence of the loss, destruction or theft of the notes satisfactory to the trustee and us. In the case of a lost, destroyed or stolen note, we or the trustee may require, at the expense of the holder, indemnity (including in the form of a bond) reasonably satisfactory to us and the trustee.

Trustee and Transfer Agent

          The trustee for the notes is Wilmington Trust Company, and we have appointed the trustee as the paying agent, bid solicitation agent, registrar, conversion agent and custodian with regard to the notes. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the trustee as to the accuracy or completeness of the information included or incorporated by reference in this prospectus or any other information supplied in connection with the notes. The indenture permits the trustee to deal with us and any of our affiliates with the same rights the trustee would have if it were not trustee. However, under the Trust Indenture Act of 1939, if the trustee acquires any conflicting interest and there exists a default with respect to the notes, the trustee must eliminate the conflict or resign. Wilmington Trust Company and its affiliates may from time to time in the future provide banking and other services to us in the ordinary course of their businesses.

          The holders of a majority in aggregate principal amount of the notes then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, subject to certain exceptions. If an event of default occurs and is continuing, the trustee must exercise its rights and powers under the indenture using the same degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The indenture does not obligate the trustee to exercise any of its rights or powers at the request or demand of the holders, unless the holders have offered to the trustee security or indemnity that is satisfactory to the trustee against the costs, expenses and liabilities that the trustee may incur to comply with the request or demand.

Listing and Trading

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          The notes are not listed on any securities exchange or included in any automated quotation system. The notes issued in the private placement are eligible for trading on The PORTAL Market. The notes sold using this prospectus, however, will no longer be eligible for trading in The PORTAL Market. We do not intend to list the notes on any other national securities exchange or automated quotation system. No assurance can be given as to the liquidity of trading market for the notes. Our ADSs are listed on the New York Stock Exchange under the ticker symbol “STP.”

Form, Denomination and Registration of Notes

General

The notes have been issued in registered form, without interest coupons, in denominations of integral multiples of $1,000 principal amount, in the form of global securities, as further provided below. See “— Global Securities” below for more information. The trustee need not register the transfer of or exchange any note for which the holder has delivered, and not validly withdrawn, a fundamental change repurchase notice, except, in the case of a partial repurchase, that portion of the notes not being repurchased.

          We will not impose a service charge in connection with any transfer or exchange of any note, but we may in general require payment of a sum sufficient to cover any transfer tax or similar governmental charge imposed in connection with the transfer or exchange.

Global Securities

          Global securities have been deposited with the trustee as custodian for The Depository Trust Company, or DTC, and registered in the name of DTC or a nominee of DTC.

          Investors may hold their interests in a global security directly through DTC, if they are DTC participants, or indirectly through organizations that are DTC participants.

          Except in the limited circumstances described below and in “— Certificated Securities,” holders of notes will not be entitled to receive notes in certificated form. Unless and until it is exchanged in whole or in part for certificated securities, each global security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC.

          The global securities are held by DTC for acceptance of the global securities in its book-entry settlement system. The custodian and DTC will electronically record the principal amount of notes represented by global securities held within DTC. Beneficial interests in the global securities will be shown on records maintained by DTC and its direct and indirect participants. So long as DTC or its nominee is the registered owner or holder of a global security, DTC or such nominee will be considered the sole owner or holder of the notes represented by such global security for all purposes under the indenture, the notes and the registration rights agreement. No owner of a beneficial interest in a global security will be able to transfer such interest except in accordance with DTC’s applicable procedures and the applicable procedures of its direct and indirect participants. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. These limitations and requirements may impair the ability to transfer or pledge beneficial interests in a global security.

          Payments of principal, premium, if any, and interest under each global security will be made to DTC or its nominee as the registered owner of such global security. We expect that DTC or its nominee, upon receipt of any such payment, will immediately credit DTC participants’ accounts with payments proportional to their respective beneficial interests in the principal amount of the relevant global security as shown on the records of DTC. We also expect that payments by DTC participants to owners of beneficial interests will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants, and none of us, the trustee, the custodian or any paying agent or registrar will have any responsibility or liability for any aspect

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of the records relating to or payments made on account of beneficial interests in any global security or for maintaining or reviewing any records relating to such beneficial interests.

          DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the Exchange Act. DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, which eliminates the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own the depository. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The ownership interest and transfer of ownership interests of each beneficial owner or purchaser of each security held by or on behalf of DTC are recorded on the records of the direct and indirect participants.

Certificated Securities

          The trustee will exchange each beneficial interest in a global security for one or more certificated securities registered in the name of the owner of the beneficial interest, as identified by DTC, only if:

• DTC notifies us that it is unwilling or unable to continue as depositary for that global security or ceases to be a clearing agency registered under the Exchange Act and, in either case, we do not appoint a successor depositary within 90 days of such notice or cessation; or

• an event of default has occurred and is continuing and the trustee has received a request from DTC to issue certificated securities.

Settlement and Payment

          We will make payments in respect of notes represented by global securities by wire transfer of immediately available funds to DTC or its nominee as registered owner of the global securities. We will make payments in respect of notes that are issued in certificated form by wire transfer of immediately available funds to the accounts specified by each holder of more than $5.0 million aggregate principal amount of notes. However, if a holder of a certificated note does not specify an account, or holds $5.0 million or less in aggregate principal amount of notes, then we will mail a check to that holder’s registered address.

          We expect the notes will trade in DTC’s Same-Day Funds Settlement System, and DTC will require all permitted secondary market trading activity in the notes to be settled in immediately available funds. We expect that secondary trading in any certificated securities will also be settled in immediately available funds.

          Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

          Although DTC has agreed to the above procedures to facilitate transfers of interests in the global securities among DTC participants, DTC is under no obligation to perform or to continue those procedures, and those procedures may be discontinued at any time. None of us, the initial purchasers or the trustee will have any responsibility for the performance by DTC or its direct or indirect participants of their respective obligations under the rules and procedures governing their operations.

          We have obtained the information we describe in this prospectus concerning DTC and its book-entry system from sources that we believe to be reliable, but neither we nor the initial purchasers take any responsibility for the accuracy of this information.

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Registration Rights, Additional Interest

          In connection with the private placement of the notes in March 2008, we entered into a registration rights agreement pursuant to which we agree to file with the SEC a shelf registration statement (which must be an automatic shelf registration statement as we are eligible to use one), of which this prospectus forms a part, that covers the resale of the notes and the registrable securities (as described below) by the holders who satisfy certain conditions and provide the information we describe below for use with the shelf registration statement. In addition, we agreed to use our reasonable best efforts to keep the shelf registration statement continuously effective under the Securities Act until there are no registrable securities outstanding.

          However, the registration rights agreement permits us to prohibit offers and sales of registrable securities pursuant to the shelf registration statement for a period not to exceed an aggregate of 45 days in any six-month period, under certain circumstances and subject to certain conditions. We refer to such any period during which we may prohibit offers and sales as a “suspension period.”

          “Registrable securities” generally means (1) each note, until such note has have been converted, (2) at all times, the underlying ordinary shares, and (3) at all times, any underlying ADSs issued upon conversion of the notes if such issuance is not made pursuant to an effective registration statement on Form F-6, until the earlier of:

• the date such registrable security has been effectively registered under the Securities Act and disposed of in accordance with the shelf registration statement (including, in the case of ordinary shares, the disposal of such ordinary shares in the form of ADSs issued pursuant to an effective registration statement on Form F-6);

• the first anniversary of the date on which we first issue the notes; or

• the date when such registrable security has been publicly sold pursuant to Rule 144 under the Securities Act (including, in the case of ordinary shares, the sale of such ordinary shares in the form of ADSs issued pursuant to an effective registration statement on Form F-6).

          In order to have their registrable securities included in the shelf registration statement, a holder the registrable securities must deliver certain information to be used in connection with, and to be named as selling securityholders in, the shelf registration statement. Any holder that does not complete and deliver a questionnaire or provide the required information will not be named as a selling securityholder in the shelf registration statement, of which this prospectus forms a part will not be permitted to sell any registrable securities held by that holder pursuant to the shelf registration statement and will not be entitled to receive any of the additional interest described in the following paragraph. The absence of an effective shelf registration statement may limit a holder’s ability to sell its registrable securities or the ADSs it receives upon conversion of the notes and may adversely affect the price at which it may sell its registrable securities or any ADSs it receives upon conversion of the notes.

          If:

• a holder supplied the questionnaire described below after the fifth business day before the effective date of the shelf registration statement, and we fail to supplement or amend the shelf registration statement, or file a new registration statement, in accordance with the terms of the registration rights agreement, in order to add such holder as a selling securityholder;

• the shelf registration statement ceases to be effective (without being succeeded immediately by an additional registration statement that is filed and immediately becomes effective) or usable for the offer and sale of registrable securities for a period of time (including any suspension period) that exceeds an aggregate of 45 days in any six month period; or

• we fail to name as a selling securityholder, in the shelf registration statement or any amendment to the shelf registration statement, or in any prospectus relating to the shelf registration statement, at the time we file the prospectus or, if later, the time the related shelf registration statement or amendment

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becomes effective under the Securities Act, any holder that is entitled to be so named as a selling securityholder,

then we will pay additional interest to each holder of registrable securities who has provided to us the required selling securityholder information (or, in the case of the second or fourth bullet points above, the applicable holder or holders). We refer to each event described in the bullet points above as a “registration default.”

          The additional interest we must pay while there is a continuing registration default accrues at a rate per annum equal to 0.25% for the 90-day period beginning on (and including) the date of the registration default, and thereafter at a rate per annum equal to 0.50%, of the aggregate principal amount of the applicable notes.

          Additional interest will not accrue on any note after it has been converted. If a note ceases to be outstanding during a registration default, we will prorate the additional interest to be paid with respect to that note. In no event will additional interest be payable with respect to any registration default relating to a failure to register the ordinary shares represented by the ADSs issuable upon conversion of the notes. For avoidance of doubt, if we fail to register both the notes and such ordinary shares, then additional interest will be payable in connection with the registration default relating to our failure to register the notes.

          So long as a registration default continues, we will pay additional interest in cash on March 15 and September 15 of each year to each holder who is entitled to receive additional interest in respect of a note of which the holder was the holder of record at the close of business on the immediately preceding March 1 and September 1, respectively. If we repurchase a note upon a fundamental change, and the fundamental change repurchase date is after the close of business on a record date and before the related additional interest payment date, we will instead pay the additional interest to the holder that submitted the note for repurchase, rather than, if different, the holder of record at the close of business on that record date.

          Following the cure of a registration default, additional interest will cease to accrue with respect to that registration default. In addition, no additional interest will accrue after the end of the period during which we must keep the shelf registration statement of which this prospectus forms a part effective under the Securities Act or on any security that ceases to be a registrable security. However, we will remain liable for any previously accrued additional interest. Other than our obligation to pay additional interest, we will not have any liability for damages with respect to a registration default on any note.

          References in this prospectus to the payment of principal or interest on any note are deemed to include the payment of additional amounts to the extent that, in such context, additional amounts are, were or would be payable.

          We have agreed in the registration rights agreement to give notice to all holders of the filing and effectiveness of the initial shelf registration statement by release through a reputable national newswire service in the United States. A holder of registrable securities that has not provided us with a completed questionnaire or the information called for by it on or before the fifth business day before the date the shelf registration statement, of which this prospectus forms a part, becomes or is deemed effective will not be named as a selling securityholder in the shelf registration statement when it becomes effective and will not able to use the shelf registration statement to resell its registrable securities. However, such a holder of registrable securities may thereafter provide us with a completed questionnaire, following which we will, within 30 days after the date we receive such completed questionnaire (except as described below), file a supplement to this prospectus or, if required, file a post-effective amendment or a new shelf registration statement in order to permit resales of such holder’s registrable securities. However, if we receive the questionnaire during a suspension period, or we initiate a suspension period within five business days after we receive the questionnaire, then we will, except as described below, make the filing within 30 days after the end of the suspension period. In any event, we will not be required to file more than one supplement to the prospectus per 30-day period in order to name as a selling securityholder any holder that has provided us with a completed questionnaire after the fifth business day before the date the shelf registration statement, of which this prospectus forms a part becomes or is deemed effective. If we file a post-effective amendment or a new registration statement, then we will use our reasonable best efforts to cause the post-effective amendment or new registration statement to become effective under the Securities Act as promptly as practicable, but in any event by the 45th day after the date the registration rights agreement requires us to file the post-effective amendment or new registration statement. However, if a post-effective amendment or a new registration statement is

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required in order to permit resales by holders seeking to include registrable securities in the shelf registration statement after the effectiveness of the shelf registration statement, we will not be required to file more than one post-effective amendment or new registration statement for such purpose in any 90-day period.

          A holder who sells its registrable securities pursuant to a shelf registration statement generally will be required to be named as a selling securityholder in the related prospectus supplement and to deliver (as provided by the regulations under the Securities Act of 1933) a prospectus to purchasers and will be bound by the provisions of the registration rights agreement, which are applicable to that holder (including certain indemnification provisions). We will furnish to each selling securityholder, upon request, a copy of the shelf registration statement and the related prospectus and take certain other actions to permit unrestricted resales of the notes and the ordinary shares issuable upon conversion of the notes as are required under the registration rights agreement.

          No holder may sell its registrable securities in an underwritten offering pursuant to a shelf registration statement without our prior written consent.

          To the extent that any holder of registrable securities identified in the shelf registration statement, of which this prospectus forms a part, is a broker-dealer, or is an affiliate of a broker-dealer that did not acquire its registrable securities in the ordinary course of its business or that at the time of its purchase of registrable securities had an agreement or understanding, directly or indirectly, with any person to distribute the registrable securities, we understand that the SEC may take the view that such holder is, under the SEC’s interpretations, an “underwriter” within the meaning of the Securities Act. Any holder, whether or not it is an “underwriter,” who sells securities by means of the prospectus relating to the shelf registration statement will be subject to certain potential liabilities arising under the Securities Act for material misstatements or omissions contained in the prospectus. However, a holder of registrable securities that is deemed to be an “underwriter” within the meaning of the Securities Act may be subject to additional liabilities under the federal securities laws for misstatements and omissions contained in the shelf registration statement.

          Pursuant to the registration rights agreement, each holder must indemnify us for certain losses in connection with the shelf registration statement.

          The summary herein of provisions of the registration rights agreement is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, a copy of which is available upon request as described under “Where You Can Find More Information.”

Governing Law

          The indenture, the notes and the registration rights agreement will be governed by and construed in accordance with the laws of the State of New York.

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DESCRIPTION OF SHARE CAPITAL

          We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and the Companies Law (2007 Revision) of the Cayman Islands, which is referred to as the Companies Law below.

          As of the date hereof, our authorized share capital consists of 500,000,000 ordinary shares, with a par value of $0.01 each. As of June 13, 2008, there were 157,118,680 ordinary shares issued and outstanding.

          In connection with entering into a supply agreement with one of our major suppliers of polysilicon and silicon wafers, on July 25, 2006, we granted this supplier a warrant to purchase 7,359,636 of our ordinary shares at $27.97 per share. The warrant is exercisable in five separate 20% annual increments, with the first 20% annual increment being exercisable commencing on January 1, 2008, and each additional 20% annual increment becomes exercisable on January 1, 2009, 2010, 2011 and 2012, respectively. The warrant holder has five years to exercise the exercisable portion of the warrant.

          The following are summaries of material provisions of our second amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

Ordinary Shares

General

          All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.

Dividends

          The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Law.

Voting Rights

          Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of our board of directors or by any shareholder present in person or by proxy.

          A quorum required for a meeting of shareholders consists of shareholders who hold at least one-third of our ordinary shares at the meeting present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Shareholders’ meetings are held annually and may be convened by our board of directors on its own initiative or upon a request to the directors by shareholders holding in aggregate at least ten percent of our ordinary shares. Advance notice of at least seven days is required for the convening of our annual general meeting and other shareholders meetings.

          An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the ordinary shares. A special resolution will be required for important matters such as a change of name or making changes to our second amended and restated memorandum and articles of association.

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Transfer of Ordinary Shares

          Subject to the restrictions of our articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board.

          Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any ordinary share unless

• the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors 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 ordinary 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 ordinary share is to be transferred does not exceed four; or

• the ordinary shares transferred are free of any lien in favor of us.

          If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. 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 closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

Liquidation

          On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

          Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares

          Subject to the provisions of the Companies Law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by our second amended and restated memorandum and articles of association.

Variations of Rights of Shares

          All or any of the rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied either with the unanimous written consent of the holders 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.

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Inspection of Books and Records

          Holders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (save that such holders shall be entitled to a copy of the memorandum and articles of association on payment of any applicable fee). However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find Additional Information.”

Changes in Capital

          We may from time to time by ordinary resolutions:

• increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;

• consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

• convert all or any of our paid up shares into stock and reconvert that stock into paid up shares of any denomination;

• sub-divide our 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;

• 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 our share capital by the amount of the shares so cancelled.

          We may by special resolution reduce our share capital and any capital redemption reserve in any manner authorized by law.

Exempted Company

          We are an exempted company with limited liability under the Companies Law (2007 Revision) of the Cayman Islands. The Companies Law in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

• an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

• an exempted company’s register of members is not open to inspection;

• an exempted company does not have to hold an annual general meeting;

• an exempted company may issue no par value, negotiable or bearer shares (subject to certain conditions);

• an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

• an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

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• an exempted company may register as a limited duration company; and

• an exempted company may register as a segregated portfolio company.

          “Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. We are subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. We currently comply with the NYSE Rules, in lieu of following home country practice after the closing of our initial public offering. The NYSE Rules require that every company listed on the New York Stock Exchange hold an annual general meeting of shareholders. In addition, our second amended and restated articles of association, which allow directors or shareholders to call special shareholder meetings pursuant to the procedures set forth in the articles. We believe that the differences with respect to being a Cayman Islands exempted company as opposed to a Delaware corporation do not pose additional material risks to investors, other than the risks described under “Risk Factors — Risks Related to the Notes, Our Ordinary Shares and Our ADSs.”

Differences in Corporate Law

          The Companies Law is modeled after that of English law but does not follow many recent English law statutory enactments. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements

          Cayman Islands law does not provide for mergers as that expression is understood under United States corporate law. However, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

• the statutory provisions as to the due majority vote have been met;

• the shareholders have been fairly represented at the meeting in question;

• the arrangement is such that a businessman would reasonably approve; and

• the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

          When a take-over offer is made and accepted by holders of 90.0% of the shares (within four months), the offerer may, within a two month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.

          If the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

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Shareholders’ Suits

          We are not aware of any reported class action or derivative action having been brought in a Cayman Islands court. In principle, we will normally be the proper plaintiff and a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

• a company acts or proposes to act illegally or ultra vires;

• the act complained of, although not ultra vires, could be effected duly if authorized by more than a simple majority vote that has not been obtained; and

• those who control the company are perpetrating a “fraud on the minority.”

Indemnification of Directors and Executive Officers and Limitation of Liability

          Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our second amended and restated memorandum and articles of association permit indemnification of officers and directors for losses, damages, liabilities, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty, fraud or default of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors and senior executive officers that provide such persons with additional indemnification beyond that provided in our second amended and restated memorandum and articles of association.

          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable as a matter of United States law.

Anti-takeover Provisions in the Second Amended and Restated Memorandum and Articles of Association

          Some provisions of our second amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

          However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our second amended and restated memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company.

Directors’ Fiduciary Duties

          Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed

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to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

          As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder Action by Written Consent

          Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our second amended and restated articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder Proposals

          Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

          Cayman Islands law and our second amended and restated articles of association allow our shareholders holding not less than 10 per cent of the paid up voting share capital of the Company to requisition a shareholder’s meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings. However, our second amended and restated articles of association require us to call such meetings.

Cumulative Voting

          Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, our second amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

          Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our second amended and restated articles of association, directors can be removed, but only by the vote of holders of two-thirds of our shares, cast at a general meeting, or the unanimous written resolution of all shareholders, or upon written notice by the shareholder who nominated such director any time for any reason.

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Transactions with Interested Shareholders

          The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

          Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding up

          Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under the Companies Law of the Cayman Islands and our second amended and restated articles of association, our company may be dissolved, liquidated or wound up by the vote of holders of two-thirds of our shares voting at a meeting or the unanimous written resolution of all shareholders.

Variation of Rights of Shares

          Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our second amended and restated articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the vote at a class meeting of holders of two-thirds of the shares of such class or unanimous written resolution.

Amendment of Governing Documents

          Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our second amended and restated memorandum and articles of association may only be amended with the vote of holders of two-thirds of our shares voting at a meeting or the unanimous written resolution of all shareholders.

Rights of Non-resident or Foreign Shareholders

          There are no limitations imposed by our second amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our second amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Receipts

          The Bank of New York, as depositary, will execute and deliver ADRs. ADRs are American depositary receipts. Each ADR is a certificate evidencing a specific number of American depositary shares, also referred to as ADSs. Each ADS represents one ordinary share (or a right to receive one ordinary share) deposited with the principal Hong Kong office of The Hong Kong and Shanghai Banking Corporation Limited, as custodian for the depositary in Hong Kong. Each ADS will also represent any other securities, cash or other property which may be held by the depositary under the deposit agreement referred to below. The depositary’s corporate trust office at which the ADRs are administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New York’s principal executive office is located at One Wall Street, New York, New York 10286.

          You may hold ADSs either directly (by having an ADR registered in your name) or indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

          We will not treat our ADS holders as one of our shareholders and you will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a holder of ADRs, you will have ADR holder rights. A deposit agreement among us, the depositary and you, as an ADR holder, and the beneficial owners of ADRs set out ADR holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADRs.

          The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR attached thereto.

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

          The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

•	Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADR holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADR holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
	Before making a distribution, the depositary will deduct any withholding taxes that must be paid. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency you may lose some or all of the value of the distribution.
•	Shares. The depositary may and must (if we request in writing) distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will try to sell shares which would require it to deliver a fractional ADS and

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	distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADRs, the outstanding ADSs will also represent the new shares.
•	Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may make these rights available to you. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary may sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.
	If the depositary makes rights available to you, it will exercise the rights and purchase the shares on your behalf. The depositary will then deposit the shares and deliver ADSs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.
	U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADRs described in this section except for changes needed to put the necessary restrictions in place.
•	Other Distributions. The depositary will send to you anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to you unless it receives satisfactory evidence from us that it is legal to make that distribution.

          The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADR holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit and Withdrawal

How are ADSs issued?

          The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADRs at its corporate trust office to the persons you request.

How do ADS holders cancel an ADR and obtain shares?

          You may surrender your ADRs at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADR to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, if feasible.

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Voting Rights

How do you vote?

          You may instruct the depositary to vote the number of shares your ADSs represent. The depositary will notify you of shareholders’ meetings and arrange to deliver our voting materials to you if we ask it to and we will notify the depositary no less than 30 days before the meeting date. Those materials will describe the matters to be voted on and explain how you may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary.

          The depositary will try, in so far as practical, subject to the Cayman Islands law and the provisions of our constitutive documents, to vote the number of shares or other deposited securities represented by your ADSs as you instruct. The depositary will only vote or attempt to vote as you instruct.

          We cannot ensure that you will receive voting materials or otherwise learn of an upcoming shareholders’ meeting in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to vote and there may be nothing you can do if your shares are not voted as you requested.

Fees and Expenses

Persons depositing shares or ADR holders must pay:	For:
•   $5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	•   Issuance of ADSs including issuances resulting from a distribution of shares or rights or other property
	•   Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
•   $.02 (or less) per ADS	•   Any cash distribution to you to the extent permitted by the exchange on which the ADSs may be listed for trading
•   A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	•   Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR holders
•   Expenses of the depositary	•   Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
•   Registration or transfer fees	•   Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
•   Expenses of the depositary in converting foreign currency to U.S. dollars	•   As necessary
•   Taxes and other governmental charges the depositary or the custodian have to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes	•   As necessary
•   Any charges incurred by the depositary or its agents for servicing the deposited securities	•   No charges of this type are currently made in the Hong Kong market.
•   $.02 (or less) per ADS per calendar year (to the extent permitted by the exchange on which the ADSs may be listed for trading)	•   Depositary services

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Payment of Taxes

          The depositary may deduct the amount of any taxes owed from any payments to you. It may also sell deposited securities, by public or private sale, to pay any taxes owed. You will remain liable if the proceeds of the sale are not enough to pay the taxes. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.

Reclassifications, Recapitalizations and Mergers

If we:	Then:
•   Change the nominal or par value of our shares •   Reclassify, split up or consolidate any of the deposited securities	•   The cash, shares or other securities received by the depositary will become deposited securities. Each ADS will automatically represent its equal share of the new deposited securities.
•   Distribute securities on the shares that are not distributed to you •   Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action	•   The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

Amendment and Termination

How may the deposit agreement be amended?

          We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges (except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items) or prejudices a substantial right of ADR holders, it will not become effective for outstanding ADRs until 30 days after the depositary notifies ADR holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADR, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

          The depositary will terminate the deposit agreement if we ask it to do so, by notifying you at least 30 days before termination. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign and we have not appointed a new depositary bank within 60 days. In either case, the depositary must notify you at least 30 days before termination.

          After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: (1) advise you that the deposit agreement is terminated, (2) collect distributions on the deposited securities, (3) sell rights and other property, and (4) deliver shares and other deposited securities upon cancellation of ADRs. Six months or more after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADR holders that have not surrendered their ADRs. It will not invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.

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Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADRs

• The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

• are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;

• are not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreement;

• are not liable if either of us exercises discretion permitted under the deposit agreement;

• have no obligation to become involved in a lawsuit or other proceeding related to the ADRs or the deposit agreement on your behalf or on behalf of any other person; and

• may rely upon the advice of or information from any person whom we believe in good faith to be competent to give such advice or information.

          In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

          In addition, the depositary is not liable for:

• the validity or worth of the deposited securities; and

• failing to carry out any instructions to vote any of the ADSs.

Requirements for Depositary Actions

          Before the depositary will deliver or register a transfer of an ADR, make a distribution on an ADR, or permit withdrawal of shares or other property, the depositary may require:

• payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

• satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

• compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

          The depositary may refuse to deliver ADRs or register transfers of ADRs generally when the transfer books of the depositary or our transfer books are closed or at any time if the depositary thinks or we think that it is advisable to do so.

Your Right to Receive the Shares Underlying your ADRs

          You have the right to cancel your ADRs and withdraw the underlying shares at any time except:

• When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) of the deposit of shares in connection with voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares.

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• When you or other ADR holders seeking to withdraw shares owe money to pay fees, taxes and similar charges.

• When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADRs or to the withdrawal of shares or other deposited securities.

          This right of withdrawal may not be limited by any other provision of the deposit agreement.

Pre-release of ADRs

          The deposit agreement permits the depositary to deliver ADRs before deposit of the underlying shares. This is called a pre-release of the ADRs. The depositary may also deliver shares upon cancellation of pre-released ADRs (even if the ADRs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may receive ADRs instead of shares to close out a pre-release. The depositary may pre-release ADRs only under the following conditions:

• before or at the time of the pre-release, the person to whom the pre-release is being made must represent to the depositary in writing that it or its customer

• owns the shares or ADRs to be deposited,

• assigns all beneficial rights, title and interest in the shares or ADRs to the depositary, and

• will not take any action with respect to such shares or ADRs that is inconsistent with the transfer of beneficial ownership, other than in satisfaction of such pre-release;

• the pre-release must be fully collateralized with cash or other collateral that the depositary considers appropriate;

• the depositary must be able to terminate the pre-release on not more than five business days’ notice; and

• each pre-release is subject to such further indemnities and credit regulations as the depositary deems appropriate.

          In addition, the number of shares not deposited but represented by ADSs outstanding at any time as a result of pre-release will not normally exceed 30% of the shares deposited, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

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TAXATION

Cayman Islands Taxation

          The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within, the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

People’s Republic of China Taxation

          On March 16, 2007, the National People’s Congress approved and promulgated a new tax law named “PRC Enterprise Income Tax Law,” or the EIT Law, which took effect beginning January 1, 2008. On December 6, 2007, the State Council approved and promulgated the Implementation Rules of PRC Enterprise Income Tax Law, which took effect simultaneously with the new tax law. Under the new tax law, FIEs and domestic companies are subject to a uniform tax rate of 25%. The new tax law provides a five-year transition period starting from its effective date for those enterprises which were established before the promulgation date of the new tax law and which were entitled to a preferential lower tax rate under the then effective tax laws or regulations. On December 26, 2007, the State Council issued the Notice of the State Council Concerning Implementation of Transitional Rules for Enterprise Income Tax Incentives, or Circular 39. Based on Circular 39, enterprises that enjoyed a preferential tax rate of 15% in accordance with previous laws, regulations and other documents with the same effect as administrative regulations, are eligible for a graduated rate increase to 25% over the 5-year period beginning January 1, 2008. Specifically, the applicable rates under such an arrangement for such enterprises will be 18%, 20%, 22%, 24% and 25% for the years of 2008, 2009, 2010, 2011 and 2012, respectively. For those enterprises which currently enjoy tax holidays, such tax holidays will continue until their expiration in accordance with previous tax laws, regulations and relevant regulatory documents, but where the tax holiday has not yet started because of losses, such tax holiday shall be deemed to commence from 2008, the first effective year of the new tax law. While the new tax law equalizes the tax rates for FIEs and domestic companies, preferential tax treatment would continue to be given to companies in certain encouraged sectors and to those classified as high technology companies enjoying special support from the state. Following the effectiveness of the new tax law, our effective tax rate may increase, unless we are otherwise eligible for preferential treatment.

          According to the new tax law, entities that qualify as “high and new technology enterprises” specially supported by the PRC government are expected to benefit from a tax rate of 15% as compared to the uniform tax rate of 25%. On April 14, 2008, the Ministry of Science and Technology, the Ministry of Finance and the State Administration of Taxation issued the Measures on Qualification of High and New Technology Enterprises (the “Circular 172”), which provides detailed standards for “high and new technology enterprises.” In addition, according to the Notice on Prepayment of Enterprise Income Tax issued by the State Administration of Taxation, enterprises that have been certified as a “high and new technology enterprise” shall pre-pay its enterprise income tax in the rate of 25% temporarily until it is re-certified as a “high and new technology enterprise” under the Circular 172.

          Under the EIT Law and its implementation rules, all domestic and foreign investment companies will be subject to a uniform enterprise income tax at the rate of 25% and dividends from PRC subsidiaries to their non-PRC shareholders will be subject to a withholding tax at a rate of 10%, if the foreign investors are considered as non-resident enterprises without any establishment or place within China or if the dividends payable have no connection with the establishment or place of the foreign investors within China, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. However, under the EIT Law, enterprises established under the laws of non-PRC jurisdictions, but whose “de facto management body” is located in the PRC, are treated as resident enterprises for PRC tax purposes. Under the Implementation Rules of the EIT Law, “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. Substantially all of our operational management is currently based in the PRC, and may remain in the PRC after the effectiveness of the new tax law. If

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we were treated as a resident enterprise for PRC tax purposes, we will be subject to PRC tax on our worldwide income at the 25% uniform tax rate, which would have an impact on our effective tax rate. Dividends distributed from our PRC subsidiaries to our BVI company and ultimately to our Cayman Islands company, could be exempt from Chinese dividend withholding tax.

          Under the EIT Law and implementation regulations issued by the State Council, PRC income tax at the rate of 10% is applicable to interest and dividends payable to investors that are “non-resident enterprises,” which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such interest or dividends have their sources within the PRC. Similarly, any gain realized on the transfer of ADSs or shares by such investors is also subject to 10% PRC income tax if such gain is regarded as income derived from sources within the PRC. However, as the EIT Law was implemented recently, it is unclear whether the interest we pay with respect to our notes or the gain you may realize from the transfer of our ordinary shares or ADSs would be treated as income derived from sources within the PRC and be subject to PRC tax. If we are considered a PRC “resident enterprise”, PRC tax law may apply to the conversion of our notes into ADSs. On the other hand, under the implementation regulations issued by the State Council pursuant to the EIT Law, any gain upon the disposition of our notes (whether through exchange for ADSs upon conversion or otherwise) would not be treated as income derived from sources within the PRC. If we are deemed to be a PRC “resident enterprise”, dividends distributed from our PRC subsidiaries to our BVI company and ultimately to our Cayman Islands company, could be exempt from Chinese dividend withholding tax, and dividends from Cayman Islands company to ultimate shareholders would be subject to PRC withholding tax at 10% or a lower treaty rate.

Certain United States Federal Income Tax Consequences

          The following summary describes certain U.S. federal income tax consequences of the acquisition, ownership and disposition of the notes and the ADSs into which the notes may be converted (or ordinary shares subsequently received in exchange for ADSs), as of the date hereof. The discussion set forth below is applicable to you if you are a U.S. Holder (as defined below). Except where noted, this summary deals only with a note, ADS or ordinary share held as a capital asset by a U.S. holder. As used herein, the term “U.S. Holder” means a holder of a note, ADS or ordinary share that is for U.S. federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

          This summary does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

• a dealer in securities or currencies;

• a financial institution;

• a regulated investment company;

• a real estate investment trust;

• an insurance company;

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• a tax-exempt organization;

• a person holding our notes, ADSs or ordinary shares as part of a hedging, conversion or other integrated transaction, a constructive sale or a straddle;

• a trader in securities that has elected the mark-to-market method of accounting for your securities;

• a person liable for alternative minimum tax;

• a person who owns 10% or more of our voting stock;

• a U.S. expatriate;

• a partnership or other pass-through entity for U.S. federal income tax purposes; or

• a person whose “functional currency” is not the United States dollar.

          The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and United States Treasury regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified (possibly with retroactive effect) so as to result in U.S. federal income tax consequences different from those discussed below.

          If a partnership holds the notes, ADSs or ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the notes, ADSs or ordinary shares, you should consult your own tax advisors.

          The discussion below does not contain a detailed description of all the U.S. federal income tax consequences to you in light of your particular circumstances and does not address the effects of any state, local or non-United States tax laws. If you are considering the purchase of notes, you should consult your own tax advisors concerning the particular U.S. federal income tax consequences to you of your acquisition, ownership and disposition of the notes, ADSs or ordinary shares, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

          The U.S. Treasury has expressed concerns that parties through whom ADSs are pre-released may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. Holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described in “— ADSs — Distributions on ADSs or Ordinary Shares” below, applicable to dividends received by certain non-corporate holders. Accordingly, the creditabilities of PRC taxes, if any, and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described in “— ADSs — Distributions on ADSs or Ordinary Shares” below, could be affected by actions taken by parties through whom the ADSs are released.

Notes

Payment of Interest

          Interest on a note (including any additional amounts or additional interest) will generally be taxable to you as ordinary income at the time it is paid or accrued in accordance with your usual method of accounting for U.S. federal income tax purposes.

          In the event that we are deemed to be a PRC “resident enterprise” under PRC tax laws (see discussion under “Taxation — People’s Republic of China Taxation”), you may be subject to PRC withholding taxes on interest paid to you with respect to the notes. In that case, however, you may be able to obtain a reduced rate of PRC withholding taxes under the treaty between the United States and the PRC if certain requirements are met. In addition, subject to certain conditions and limitations, PRC withholding taxes on interest, if any, may be treated as foreign taxes eligible for credit against your U.S. federal income tax liability. The rules governing the foreign tax

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credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Market Discount

          If you purchase a note for an amount that is less than its stated redemption price at maturity, the amount of the difference will be treated as “market discount” for U.S. federal income tax purposes, unless that difference is less than a specified de minimis amount. Under the market discount rules, you will be required to treat any principal payment on, or any gain on the sale, exchange, retirement or other disposition of, a note (or any gain on the sale or other taxable disposition of ADSs or ordinary shares received upon conversion) as ordinary income to the extent of the market discount that you have not previously included in income and are treated as having accrued on the note at the time of its payment or disposition.

          In addition, you may be required to defer, until the maturity of the note or its earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the note. You may elect, on a note-by-note basis, to deduct the deferred interest expense in a tax year prior to the year of disposition.

          Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the note, unless you elect to accrue on a constant interest method. You may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will not apply. You should consult your own tax advisors before making any elections described in this section.

Amortizable Bond Premium

          If, immediately after you purchase a note, your basis in the note exceeds the principal amount of such note, you will be considered to have purchased the note at a “premium.” For purposes of determining premium, your basis generally will be the amount you paid for the note, reduced by an amount equal to the value of the note’s conversion option. The value of the conversion option may be determined under any reasonable method, including by comparing the market price of our notes to the market prices of similar notes (e.g., notes that have a similar credit rating as our notes and are publicly-traded) that do not have conversion options. You generally may elect to amortize the premium over the remaining term of the note on a constant yield method as an offset to interest when includible in income under your regular accounting method. If you do not elect to amortize bond premium, that premium will decrease the gain or increase the loss you would otherwise recognize on disposition of the note. You should consult your own tax advisors regarding the application of bond premium rules.

Sale, Exchange, Redemption, or other Disposition of Notes

          Except as provided below under “Conversion of Notes”, you will generally recognize gain or loss upon the sale, exchange, redemption or other disposition of a note equal to the difference between the amount realized (less any accrued but unpaid interest that you did not previously include in income, which will be taxable as such) upon the sale, exchange, redemption or other disposition and your adjusted tax basis in the note. Your adjusted tax basis in a note will generally be equal to the amount you paid for the note, increased by any market discount that you previously included in income, and reduced by any amortized premium. Except as discussed above under “— Market Discount”, any gain or loss recognized on a taxable disposition of the note will be capital gain or loss and will be a U.S. source gain or loss. If you are a non-corporate U.S. Holder, including an individual, and you have held the note for more than one year, such capital gain will be subject to reduced rates of taxation under current law. Your ability to deduct capital losses may be limited.

Conversion of Notes

          If you receive only ADSs upon conversion of your notes (except cash in lieu of a fractional ADS), you will generally not recognize gain or loss except to the extent of cash received in lieu of a fractional ADS and except to the extent of amounts received with respect to accrued interest, which will be taxable as such. The amount of gain or

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loss you recognize on the receipt of cash in lieu of a fractional ADS will be equal to the difference between the amount of cash you receive in respect of the fractional ADS and the portion of your adjusted tax basis in the notes and fees incurred in connection with the conversion that are allocable to the fractional ADS. The tax basis of the ADSs received upon a conversion (other than ADSs attributable to accrued interest, the tax basis of which will equal its fair market value) will equal the adjusted tax basis of the note that was converted plus fees incurred in connection with the conversion (excluding the portion of the tax basis and fees that are allocable to any fractional ADS). Your holding period for the ADSs will include the period during which you held the notes except that the holding period of any ADSs received with respect to accrued interest will commence on the day after the date of receipt.

          If you receive solely cash in exchange for your notes upon conversion, your gain or loss will be determined in the same manner as if you disposed of the notes in a taxable disposition (as described above under “Sale, Exchange, Redemption or other Disposition of Notes”).

          If you receive a combination of cash and ADSs in exchange for your notes upon conversion or repurchase, we intend to take the position that gain, but not loss, will be recognized equal to the excess of the fair market value of the ADSs and cash received (other than amounts attributable to accrued but unpaid interest, which will be treated as such, and cash in lieu of a fractional share) over your adjusted tax basis in the note (excluding the portion of the tax basis that is allocable to any fractional share), but in no event should the gain recognized exceed the amount of cash received. The amount of gain or loss recognized on the receipt of cash in lieu of a fractional share will be equal to the difference between the amount of cash you receive in respect of the fractional share and the portion of your adjusted tax basis in the note that is allocable to the fractional share.

          The tax basis of the ADSs received upon a conversion (other than ADSs attributable to accrued interest, the tax basis of which will equal its fair market value) will equal the adjusted tax basis of the note that was converted plus fees incurred in connection with the conversion (excluding the portion of the tax basis and fees that are allocable to any fractional share), reduced by the amount of any cash received (other than cash received in lieu of a fractional share or cash attributable to accrued but unpaid), and increased by the amount of gain, if any, recognized (other than with respect to a fractional share). Your holding period for ADSs will include the period during which you held the notes except that the holding period of any ADSs received with respect to accrued but unpaid interest will commence on the day after the date of receipt.

          Alternative characterizations may be possible that could affect the amount, timing and character of income realized by you upon the receipt of a combination of cash and ADSs. Such characterization might include treatment as in part an exchange of a portion of the notes for cash and in part as a conversion of the remainder of the notes for ADSs, or treatment as a fully taxable transaction not subject to the recapitalization rules. You should consult your tax advisors regarding the tax treatment of the receipt of cash and ADSs in exchange for notes upon conversion and the ownership of our ADSs.

Constructive Distributions

          The conversion rate of the notes will be adjusted in certain circumstances. Under section 305(c) of the Code, adjustments (or failures to make adjustments) that have the effect of increasing your proportionate interest in our assets or earnings may in some circumstances result in a deemed distribution to you. Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing the dilution of the interests of the holders of the notes, however, will generally not be considered to result in a deemed distribution to you. Certain of the possible conversion rate adjustments provided in the notes (including, without limitation, adjustments in respect of taxable dividends to holders of our ordinary shares) may not qualify as being pursuant to a bona fide reasonable adjustment formula. If such adjustments are made, you will be deemed to have received a distribution even though you have not received any cash or property as a result of such adjustments. Any deemed distributions will be taxable as a dividend, return of capital, or capital gain in accordance with the earnings and profits rules under the Code. It is not clear whether a constructive dividend deemed paid to you would be eligible for the preferential rates of U.S. federal income tax applicable in respect of certain dividends received under recently enacted legislation.

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ADSs

          If you hold ADSs, for U.S. federal income tax purposes, you generally will be treated as the owner of the underlying shares that are represented by such ADSs (subject to a possible challenge of this treatment by the Internal Revenue Service, as discussed under “— Distributions on ADSs or Ordinary Shares”). Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to U.S. federal income tax.

Fees and Costs Payable to Depositary

          You will be responsible for certain fees incurred in connection with the ADSs as described above under “Description of American Depositary Shares — Fees and Expenses”, including fees charged for the creation of ADSs upon conversion of your notes. Depending on the circumstances, such fees and other costs may not be currently deductible or may be deductible only if certain thresholds are satisfied. You should consult your tax advisors concerning the treatment of fees and costs relating to the ownership of ADSs.

Distributions on ADSs or Ordinary Shares

          Subject to the passive foreign investment company (“PFIC”) rules discussed below, the gross amount of all our distributions (including constructive distributions) to you, if any, made with respect to your ADSs or ordinary shares that you receive after conversion of a note, generally will be included in your gross income as foreign source dividend income on the date of actual or constructive receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). The dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other United States corporations. However, we do not expect to keep earnings and profits in accordance with U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend (as discussed above).

          If you are a non-corporate U.S. Holder, including an individual, certain dividends received before January 1, 2011 from a qualified foreign corporation may be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shares that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our ADSs (which are listed on the New York Stock Exchange) but not our ordinary shares, are readily tradable on an established securities market in the United States. It is not clear whether our ordinary shares would meet these requirements. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax treaties with the United States. In the event that we are deemed to be a Chinese “resident enterprise” under PRC tax law (see discussion under “Taxation — People’s Republic of China Taxation”), we may be eligible for the benefits of the income tax treaty between the United States and the PRC and, if we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by ADSs, would be subject to the reduced rates of taxation. Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances, and in particular, if you hold ordinary shares.

          In the event that we are deemed to be a Chinese “resident enterprise” under PRC tax law (see discussion under “Taxation — People’s Republic of China Taxation”), you may be subject to PRC withholding taxes on dividends paid to you with respect to the ADSs or ordinary shares. In that case, however, you may be able to obtain a reduced rate of PRC withholding taxes under the treaty between the United States and the PRC if certain requirements are met. In addition, subject to certain conditions and limitations, PRC withholding taxes on dividends, if any, may be treated as foreign taxes eligible for credit against your U.S. federal income tax liability. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

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          It is intended that a holder of ADSs be treated as the holder of our ordinary shares represented by those ADSs for U.S. federal income tax purposes. Under such characterization, dividend income on the ordinary shares would pass through to holders and deposits or withdrawals of ordinary shares for ADSs should not be subject to U.S. federal income tax. However, the Deposit Agreement permits the Depository to take actions with respect to our ordinary shares and ADSs that may be deemed inconsistent with the claiming of the reduced rate of tax applicable to dividends received by certain non-corporate U.S. Holders, and no assurance can be given that the Internal Revenue Service will not challenge the treatment described above. Accordingly, you should consult your own tax advisors concerning the effect of an investment in the ADSs.

          To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits, it will be treated first as a tax-free return of your tax basis in the ADSs or ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain.

Sale, Exchange, Redemption or other Disposition of ADSs or Ordinary Shares

          Subject to the PFIC rules discussed below, you will recognize taxable gain or loss on any sale, exchange, redemption or other taxable disposition of an ADS or ordinary share equal to the difference between the amount realized for the ADS or ordinary share and your tax basis in the ADS or ordinary share. The gain or loss generally will be capital gain or loss, except to the extent of market discount that accrued during the period for which you held your note. If you are a non-corporate U.S. Holder, including an individual, who has held the ADS or ordinary share for more than one year, you will be eligible for reduced tax rates under current law. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes. However, in the event that we are deemed to be a PRC “resident enterprise” under PRC tax law (see discussion under “Taxation — People’s Republic of China Taxation”), we may be eligible for the benefits of the income tax treaty between the United States and the PRC. Under that treaty, if any PRC tax were to be imposed on any gain from the disposition of the ADSs or ordinary shares, the gain may be treated as PRC-source income. You are urged to consult your tax advisors regarding the tax consequences if a foreign withholding tax is imposed on a disposition of ADSs or ordinary shares, including the availability of the foreign tax credit under your particular circumstances.

Passive Foreign Investment Company

          Based upon the past and projected composition of our income and valuation of our assets, including goodwill, we believe we were not a passive foreign investment company (“PFIC”) for 2007, and we do not expect to be a PFIC for our current taxable year ending December 31, 2008, although there can be no assurance in this regard. In reaching the conclusion that we do not believe we are a PFIC, we have valued our assets based on the market price per share of the ADSs. For purposes of applying the PFIC rules, such a valuation method results in substantial value being given to intangible assets including goodwill that are considered neither to produce nor to be held for the production of passive income for purposes of the PFIC rules. The Internal Revenue Service has neither approved nor disapproved of this valuation method, although we believe that this is a reasonable method of valuing our non-passive assets.

          If, however, we were a PFIC, such characterization could result in adverse U.S. federal income tax consequences to you if you are a U.S. Holder. For example, if we are or become a PFIC, the U.S. Holders will become subject to increased tax liabilities under U.S. federal income tax laws and regulations and will become subject to burdensome reporting requirements, as described below. Moreover, non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us prior to January 1, 2011, if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.

          In general, we will be a PFIC for any taxable year in which:

• at least 75% of our gross income is passive income, or

• at least 50% of the value (determined on a quarterly basis) of our assets is attributable to assets that produce or are held for the production of passive income.

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          For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income.

          The determination of whether we are a PFIC is made annually, and will depend on the composition of our income and assets from time to time. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. Because we have valued our goodwill based on the market value of our equity, which is likely to fluctuate (and may fluctuate considerably given that market prices of technology companies have been especially volatile), a decrease in the price of our ADSs may also result in our becoming a PFIC. If we are a PFIC for any taxable year during which you hold our notes, ADSs or ordinary shares, you will be subject to special tax rules discussed below.

          If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition, including a pledge, of ADSs or ordinary shares. If we are a PFIC for any taxable year during which you hold our notes, you will be subject to special tax rules with respect to any gain realized from a sale or other disposition, including a pledge of the notes. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as excess distributions. Under these special tax rules:

• the excess distribution or gain will be allocated ratably over your holding period for the notes, ADSs or ordinary shares,

• the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

• the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

          If we are a PFIC for any taxable year and any of our foreign subsidiaries is also a PFIC, you would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

          In certain circumstances, in lieu of being subject to the excess distribution rules discussed above, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method, provided that such stock is regularly traded on a qualified exchange. Under current law, the mark-to-market election may be available to holders of ADSs because the ADSs will be listed on the New York Stock Exchange which constitutes a qualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for purposes of the mark-to-market election. It should also be noted that it is intended that only the ADSs and not the ordinary shares will be listed on the New York Stock Exchange.

          You may not make a mark-to-market election with respect to the notes. If we are a PFIC during the time you hold the notes, a later mark-to-market election will not avoid the application of an interest charge with respect to such periods.

          If you make an effective mark-to-market election, you will include in each year as ordinary income the excess of the fair market value of your ADSs or ordinary shares at the end of the year over your adjusted tax basis in the ADSs or ordinary shares. You will be entitled to deduct as an ordinary loss each year the excess of your adjusted tax basis in the ADSs or ordinary shares over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

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          Your adjusted tax basis in the ADSs or ordinary shares will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs or ordinary shares are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

          Alternatively, you can sometimes avoid the rules described above by electing to treat us as a “qualified electing fund” under Section 1295 of the Code. This option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

          If you hold notes, ADSs or ordinary shares in any year in which we are a PFIC, you will be required to file Internal Revenue Service Form 8621 regarding distributions received on the ADSs or ordinary shares and any gain realized on the disposition of the notes, ADSs or ordinary shares. You are urged to consult your tax advisor regarding the application of the PFIC rules to your investment in ADSs or ordinary shares.

Information Reporting and Backup Withholding

          In general, information reporting will apply to payments of interest on the notes and dividends in respect of our ADSs or ordinary shares and the proceeds from the sale, exchange or redemption of our ADSs or ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

          Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service in a timely manner.

101

CERTAIN ERISA CONSIDERATIONS

General Fiduciary Matters

          The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), imposes certain requirements on employee benefit plans subject to Title I of ERISA (“ERISA Plans”), on entities that are deemed to hold the assets of ERISA Plans and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA’s general fiduciary requirements, including, but not limited to, the requirement of investment prudence and diversification and the requirement that an ERISA Plan’s investments be made in accordance with the documents governing the plan.

          Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), prohibit certain transactions involving the assets of an ERISA Plan, as well as those plans that are not subject to ERISA but which are subject to Section 4975 of the Code, such as individual retirement accounts (together with ERISA Plans, “Plans”) and certain persons (referred to as “parties in interest” or “disqualified persons”) having certain relationships to Plans, unless a statutory or administrative exemption is applicable to the transaction. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code.

          In considering an investment in the notes (and the ADSs issuable upon conversion of the notes) or our ordinary shares in the form of ADSs, any Plan fiduciary which proposes to cause a Plan to purchase the notes (or ADSs issuable on conversion of the notes) or our ordinary shares in the form of ADSs should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code to such an investment, and to confirm that such purchase and holding will not constitute or result in a non-exempt prohibited transaction or any other violation of an applicable requirement of ERISA, the Code or other state or federal laws or regulations that are substantially similar to the foregoing provisions of ERISA and the Code (“Similar Law”).

          Governmental plans, certain church plans and foreign plans, while not subject to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of ERISA and Section 4975 of the Code, may nevertheless be subject to Similar Law. Fiduciaries of any such plans should consult with their counsel before purchasing the notes (or the ADSs issuable upon conversion of the notes) or our ordinary shares in the form of ADSs to determine the need for, and the availability, if necessary, of any exemptive relief under any Similar Law.

Prohibited Transaction Issues

          The fiduciary of a Plan that proposes to purchase and hold any notes (and the ADSs issuable upon conversation of the notes) or our ordinary shares in the form of ADSs should consider, among other things, whether such purchase and holding may involve (i) the direct or indirect extension of credit to a party in interest or a disqualified person, (ii) the sale or exchange of any property between a Plan and a party in interest or a disqualified person, or (iii) the transfer to, or use by or for the benefit of, a party in interest or disqualified person, of Plan assets. Such parties in interest or disqualified persons could include, without limitation, us (or any of our respective affiliates) a selling securityholder or Selling Shareholders (or any of their respective affiliates). Depending on the satisfaction of certain conditions which may include the identity of the Plan fiduciary making the decision to acquire or hold the notes (and the ADSs issuable upon conversation of the notes) or our ordinary shares in the form of ADSs on behalf of a Plan, Section 408(b)(17) of ERISA or Prohibited Transaction Class Exemption (“PTCE”) 84-14 (relating to transactions effected by a “qualified professional asset manager”), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 91-38 (relating to investments by bank collective investment funds), PTCE 95-60 (relating to investments by an insurance company pooled separate account) or PTCE 96-23 (relating to transactions directed by an in-house asset manager) (collectively, the “Class Exemptions”) could provide an exemption from the prohibited transaction provisions of ERISA and Section 4975 of the Code. However, there can be no assurance that any of these Class Exemptions or any other exemption will be available with respect to any particular transaction involving the notes (or the ADSs issuable upon conversation of the notes).

102

Plan Asset Issues

          Under ERISA and the U.S. Department of Labor’s “Plan Asset Regulations,” 29 C.F.R. § 2510.3-101, when a Plan acquires an equity interest in an entity that is neither a “publicly-offered security” nor a security issued by an investment company registered under the Investment Company Act of 1940, as amended, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established that either less than 25 percent of the total of each class of equity interest in the entity is held by “benefit plan investors” (as defined in 3(42) of ERISA) (the 25 percent test), or the entity is an “operating company,” as defined in the Plan Asset Regulations. In addition, in order to be considered a “publicly offered security,” our ADSs must be (i) freely transferable, (ii) part of a class of securities that is owned by 100 or more investors independent of us and of one another, and (iii) either (1) part of a class of securities registered under Section l2(b) or 12(g) of the Exchange Act or (2) sold to the Plan as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act and the class of securities of which the securities are part is registered under the Exchange Act within 120 days (or such later time as may be allowed by the SEC) after the end of our fiscal year during which the offering of such securities to the public occurred. Since the notes may be converted into ADSs, there can be no assurance that we will satisfy the 25 percent test. There can also be no assurance that we will qualify as an “operating company” or that the ADSs will qualify for the exemption for “publicly offered securities.”

          If our assets are deemed to be “plan assets” under ERISA, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to our activities, and (ii) the possibility that certain transactions in which we might seek to engage could constitute “prohibited transactions” under ERISA and/or the Code.

Representation

          Accordingly, by acceptance of the notes (and the ADSs issuable upon conversion of the notes) or our ordinary shares in the form of ADSs, each purchaser and subsequent transferee of the notes and the ADSs will be deemed to have represented and warranted that either (A) no assets of a Plan or governmental, church or foreign plan have been used to acquire and hold such notes (or the ADSs issuable upon conversation of the notes) or our ordinary shares in the form of ADSs or an interest therein or (B) the purchase and holding of such notes (and the ADSs issuable upon conversation of the notes) or our ordinary shares in the form of ADSs or an interest therein by such purchaser or transferee are exempt from the prohibited transaction restrictions of ERISA and the Code, pursuant to one or more prohibited transaction statutory or administrative exemptions, or does not otherwise violate any applicable Similar Law.

          The foregoing discussion is general in nature and is not intended to be all-inclusive. Each Plan fiduciary (and each fiduciary for a governmental, church or foreign plan subject to Similar Law) should consult with its legal advisor concerning the potential consequences to the plan under ERISA, the Code or any Similar Law of an investment in the notes (and the ADSs issuable upon conversation of the notes).

103

SELLING SECURITYHOLDERS AND SELLING SHAREHOLDERS

          We originally issued the notes in a private placement in March 2008 to Goldman, Sachs (Asia) L.L.C., ABN AMRO Bank N.V., Hong Kong Branch and UBS Securities LLC. The initial purchasers resold the notes to purchasers in transactions exempt from registration pursuant to Rule 144A under the Securities Act of 1933.

          Selling securityholders may be deemed to be “underwriters” as defined in the Securities Act of 1933. Any profits realized by the selling securityholders may be deemed to be underwriting commissions.

          The table below, which has been prepared based on information furnished to us by or on behalf of the selling securityholders named therein, sets forth the name of each selling securityholder, the principal amount of notes that each selling securityholder owns and may offer pursuant to this prospectus and the numbers of ordinary shares into which those notes are convertible. Unless set forth below, to our knowledge, none of the selling securityholders has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates.

          We have prepared the table below based on information received from the selling securityholders on or prior to June 13, 2008. However, any or all of the notes or ordinary shares listed below may be offered for sale pursuant to this prospectus by the selling securityholders from time to time. Accordingly, no estimate can be given as to the amounts of notes or number of ordinary shares that will be held by the selling securityholders upon consummation of any sales. In addition, the selling securityholders listed in the table below may have acquired, sold or transferred, in transactions exempt from the registration requirements of the Securities Act of 1933, some or all of their notes since the date as of which the information in the table is presented.

          Information about the selling securityholders may change over time, and we may not be made aware of changes in the ownership of our notes. Any changed information that is provided to us by selling securityholders will be set forth in prospectus supplements to this prospectus.

	Principal Amount of
	Notes Beneficially		Number of Ordinary		Ordinary Shares
	Owned Prior to the		Shares Being		Owned After
	Offering and Being		Registered		Completion of the
Name	Offered Hereby		Hereby(1)		Offering
Akanthos Arbitrage Master Fund, L.P.	$	30,000,000		729,459.00		—
Alcon Laboratories	$	440,000		10,698.73		—
Arkansas PERS	$	420,000		10,212.43		—
Bank of America Pension Plan	$	900,000		21,883.77		—
Bank of America Securities LLC	$	2,500,000		60,788.25		—
British Virgin Islands Social Securty Board	$	163,000		3,963.39		—
Calamos Market Neutral Income Fund — Calamos Investment Trust	$	10,000,000		243,153.00		—
Citigroup Global Markets Inc	$	1,625,000		39,512.36		—
The City University of New York	$	127,000		3,088.04		—
Deeprock & Co	$	250,000		6,078.83		—
Domestic & Foreign Missionary Society — DFMS	$	81,000		1,969.54		—
Equity Overlay Fund, LLC	$	350,000		8,510.36		—
General Motors Investment Management Corporation	$	3,400,000		82,672.02		—
Goldman Sachs & Co. Profit Sharing Master Trust	$	346,000		8,413.09		—
GMIMCO Trust (General Motors Mgmt Investment Co)	$	760,000		18,479.63		—
Grady Hospital	$	122,000		2,966.47		—
Independence Blue Cross	$	595,000		14,467.60		—
Institutional Benchmark Series (Master Feeder) Ltd., in respect of Camden Convertible Arbitrage Series	$	400,000		9,726.12		—
Jabcap Global Convertible Master Fund Limited	$	4,000,000		97,261.20		—
Jabcap Multi Strategy Master Fund Limited	$	8,910,000		216,649.32		—
J-Invest Ltd	$	2,090,000		50,818.98		—
John Deere Pension Trust	$	300,000		7,294.59		—
Legg Mason Partner’s Convertible Bond Fund	$	800,000		19,452.24		—
Occidental Petroleum Corporation	$	320,000		7,780.90		—
OZ Special Funding (OZMD) LP	$	27,654,000		672,415.31		—
Peoples Benefit Life Insurance Company Teamsters	$	3,050,000		74,161.67		—
Police & Fire Retirement System of the City of Detroit	$	502,000		12,206.28		—

104

	Principal Amount of
	Notes Beneficially		Number of Ordinary		Ordinary Shares
	Owned Prior to the		Shares Being		Owned After
	Offering and Being		Registered		Completion of the
Name	Offered Hereby		Hereby(1)		Offering
Pro-mutual	$	806,000		19,598.13		—
Putnam Convertible Income — Growth Trust	$	4,000,000		97,261.20		—
Redbourn Partners Ltd	$	2,450,000		59,572.49		—
Retail Clerks Pension Trust #1	$	400,000		9,726.12		—
Retail Clerks Pension Trust #2	$	400,000		9,726.12		—
San Francisco City & Country ERS	$	999,000		24,290.98		—
Silvercreek II Limited	$	4,000,000		97,261.20		—
Silvercreek Limited Partnership	$	11,000,000		267,468.30		—
Travelers Series Trust — Managed Asset Trust (VA Fund) — Convertible	$	125,000		3,039.41		—
Trustmark Insurance Company	$	325,000		7,902.47		—
UBS Securities LLC	$	6,847,000		166,486.86		—
Vicis Capital Master Fund	$	21,000,000		510,621.30		—

(1) Assumes conversion of all of the holder’s notes at the initial conversion rate of 24.3153 of our ADSs per $1,000 principal amount of notes. However, this conversion price will be subject to adjustment as described under the sections titled “Description of the Notes—Conversion Rights” As a result, the amount of ordinary shares underlying the ADSs issuable upon conversion of the notes may increase or decrease in the future.

          We acquired 66.9% of the equity interests in MSK in August 2006. On February 1, 2007, we agreed with MSK and certain MSK shareholders by way of an amendment to the original acquisition agreement to acquire the remaining interest in MSK for $53.0 million. The consideration, payable in the form of Suntech shares based on a price of $29.0 per share, is fixed. On June 12, 2008, we issued an aggregate of 1,310,328 ordinary shares to Dr. Tadao Kasahara for his own account and as attorney-in-fact for the other MSK minority shareholders, in exchange for the 33.1% of the remaining equity interest in MSK. We are required to register these ordinary shares in order to facilitate these shareholders’ resale of our ordinary shares.

          The table below, which has been prepared based on information furnished to us by or on behalf of the Selling Shareholders named therein, sets forth the name of Dr. Kasahara and each other Selling Shareholder (together the “Selling Shareholders”) for which he acted as attorney-in fact and the amount of ordinary shares that each Selling Shareholder owns and may offer pursuant to this prospectus. Unless set forth below, to our knowledge, none of the Selling Shareholders has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates.

          We have prepared the table below based on information received from the Selling Shareholders. However, any or all of the ordinary shares listed below may be offered for sale pursuant to this prospectus by the Selling Shareholders from time to time. Accordingly, no estimate can be given as to the number of ordinary shares that will be held by the Selling Shareholders upon consummation of any sales. In addition, the Selling Shareholders listed in the table below may have acquired, sold or transferred, in transactions exempt from the registration requirements of the Securities Act of 1933, some or all of their ordinary shares since the date as of which the information in the table is presented.

          Information about the Selling Shareholders may change over time, and we may not be made aware of changes in the ownership of these shares. Any changed information that is provided to us by Selling Shareholders will be set forth in prospectus supplements to this prospectus.

	Number of Ordinary		Ordinary Shares Owned
	Shares Being Registered		After Completion of the
Name	Hereby		Offering
Dr. Tadao Kasahara		461,144		—
Sakae Kasahara		63,035		—
Golden Project Worldwide Limited		122,752		—
Newest Corporation		92,994		—
Takehiro Kaneko		92,994		—
Misawa Homes Co., Ltd.		74,395		—
Kabushikigaisha Misawatekuno		74,395		—
Showakosan Co., Ltd.		74,395		—
Shigehisa Maruya		55,796		—
Mitsubishi UFJ Capital Co., Ltd.		26,038		—
Mizuho Capital Co., Ltd.		18,598		—
Yoko Kasahara		9,040		—
Nihon Shinsei No.1 Investment Limited Partnership General Partner Aqua Rimco, Ltd.		18,598		—
Mizuho Securities Co., Ltd		18,598		—
BP Solar International Inc.		14,879		—
Tomoe Kasahara		5,424		—
Isao Ozawa		11,159		—
Osamu Ishikawa		7,439		—
Nissay Capital No.1 Investment Partnership General Partner Nissay Capital co., ltd		7,439		—
Resona Capital Co., Ltd.		7,439		—
Yoshiharu Kaneko		7,439		—
Kenji Shio		7,439		—
Shinji Horiuchi		7,439		—
Hiromichi Kuroda		7,439		—
Yoshihiro Tajima		7,439		—
Takao Nishibori		7,439		—
Nozomi Kasahara		1,808		—
Rika Kasahara		1,808		—
Yumi Kasahara		1,808		—
Employee Shareholding Association		3,719		—
Total		1,310,328		—

105

PLAN OF DISTRIBUTION

          We will not receive any of the proceeds of (1) the sale of the notes or the ADSs issued upon conversion of the notes, including our ordinary shares represented by the ADS, offered by this prospectus, and (2) the sale of the up to 1,310,328 of our ordinary shares in the form of ADSs by the Selling Shareholders identified herein. The notes, the ADSs issuable upon conversion of the notes or the ordinary shares in the form of ADSs may be sold from time to time to purchasers:

• directly by the selling securityholders, the Selling Shareholders or their pledgees, donees, transferees or any successors in interest (all of whom may be selling securityholders or the Selling Shareholders); or

• through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders, the Selling Shareholders or the purchasers of the notes, the ADSs issuable upon conversion of the notes or the ordinary shares held by the Selling Shareholders.

          The selling securityholders, the Selling Shareholders and any such broker-dealers or agents who participate in the distribution of the notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs and the ordinary shares held by the Selling Shareholders may be deemed to be “underwriters.” As a result, any profits on the sale of the notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs by the selling securityholders or any profits on the sale of the ordinary shares by Selling Shareholders and any discounts, commissions or concessions received by any such broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. If the selling securityholders or the Selling Shareholders were to be deemed underwriters, the selling securityholders or the Selling Shareholders may be subject to certain statutory liabilities of, including, but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

          Any selling securityholder or Selling Shareholder who is a “broker-dealer” may be deemed to be an “underwriter” within the meaning of Section 2(11) of the Securities Act. These securityholders purchased their notes in the open market, not directly from us, and we are not aware of any underwriting plan or agreement, underwriters’ or dealers’ compensation, or passive market-making or stabilization transactions involving the purchase or distribution of these securities by these securityholders. To our knowledge, none of the selling securityholders who are affiliates of broker-dealers purchased the notes outside of the ordinary course of business or, at the time of the purchase of the notes, had any agreement or understanding, directly or indirectly, with any person to distribute the securities. The Selling Shareholders obtained our ordinary shares in connection with our acquisition of MSK.

          If the notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs or the ordinary shares held by the Selling Shareholders are sold through underwriters or broker-dealers, the selling securityholders or the Selling Shareholders will be responsible for underwriting discounts or commissions or agent’s commissions.

          The notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs and ordinary shares held by the Selling Shareholders may be sold in one or more transactions at:

• fixed prices;

• prevailing market prices at the time of sale;

• varying prices determined at the time of sale; or

• negotiated prices.

106

          These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the notes, the ADSs issuable upon conversion of the notes or exercise of the warrant and our ordinary shares represented by such ADSs may be listed or quoted at the time of the sale, including the New York Stock Exchange;

• in the over-the-counter market;

• in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

• through the writing of options.

          These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

          In connection with sales of the notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs and the ordinary shares held by the Selling Shareholders, the selling securityholders or the Selling Shareholders may enter into hedging transactions with broker-dealers. These broker-dealers may in turn engage in short sales of the notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs or our ordinary shares held by the Selling Shareholders in the course of hedging their positions. The selling securityholders or the Selling Shareholders may also sell the notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs or our ordinary shares held by the Selling Shareholders short and deliver notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs or our ordinary shares held by the Selling Shareholders to close out short positions, or loan or pledge notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs or our ordinary shares held by the Selling Shareholders to broker-dealers that in turn may sell the notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs or our ordinary shares held by the Selling Shareholders.

          To our knowledge, there are currently no plans, arrangements or understandings between any selling securityholders, the Selling Shareholders and any underwriter, broker-dealer or agent regarding the sale of the notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs or our ordinary shares held by the Selling Shareholders by the selling securityholders or the Selling Shareholders. There can be no assurance that any selling securityholder or Selling Shareholder will sell any or all of the notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs or our ordinary shares held by the Selling Shareholders pursuant to this prospectus. In addition, any notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs or our ordinary shares held by the Selling Shareholders covered by this prospectus that qualify for sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus. We cannot assure you that any such selling securityholder or Selling Shareholder will not transfer, devise or gift the notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs or our ordinary shares held by a Selling Shareholder by other means not described in this prospectus.

          Although the notes issued in the initial placement are eligible for trading on the PORTAL Market, notes sold using this prospectus will no longer be eligible for trading in the PORTAL system. We have not listed, and do not intend to list, the notes on any securities exchange or automated quotation system. The initial purchasers advised us that they intended to make a market in the notes. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. We cannot assure you that any market for the notes will develop or be sustained. If an active market is not developed or sustained, the market price and liquidity of the notes may be adversely affected.

          Our ADSs are listed on the New York Stock Exchange under the symbol “STP.”

          The selling securityholders and the selling holder and any other person participating in such distribution will be subject to the Exchange Act.

107

          Pursuant to the registration rights agreement, we and the selling securityholders will be indemnified by the other against certain liabilities, including certain liabilities under the Securities Act or will be entitled to contribution in connection with these liabilities.

          We have agreed to pay the expenses incidental to the registration, offering and sale of the notes, the ADSs issuable upon conversion of the notes, our ordinary shares represented by such ADSs or our ordinary shares held by the Selling Shareholders to the public other than commissions, fees and discounts of underwriters, brokers, dealers and agents.

108

WHERE YOU CAN FIND ADDITIONAL INFORMATION

          We are currently subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Additional information may also be obtained over the Internet at the SEC’s website at www.sec.gov. Reports and other information concerning our business may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005

          As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.

109

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          This prospectus incorporates by reference some of the reports and other information that we have filed with the SEC under the Exchange Act. This means that we are disclosing important business and financial information to you by referring you to those documents. The information relating to us contained in this prospectus should be read together with the information in the documents incorporated by reference. The information that we later file with the SEC will automatically update and supersede this information. We incorporate by reference our Annual Report on Form 20-F for the year ended December 31, 2007 (File No. 001-32689) (including each of the exhibits referenced therein). We also incorporate by reference any future annual reports on Form 20-F we file with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act, after the date of this prospectus and prior to the time we sell all of the debt securities described in this prospectus, and any future reports on Form 6-K we furnish to the SEC during such period that are identified in such reports as being incorporated by reference in this prospectus.

          You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address: 17-6 Changjiang South Road, New District, Wuxi, Jiangsu Province 214028, People’s Republic of China, telephone number (86) 510 8531 8888 Attention: Chief Financial Officer. Our Internet address is www.suntech-power.com. We are not incorporating the contents of our website into this prospectus.

          To the extent there are inconsistencies between the information contained in this prospectus and the information contained in the documents incorporated by reference as of the date hereof, the information in this prospectus shall be deemed to supersede the information in such incorporated documents. Any statement contained in this prospectus or in a document incorporated by reference into this prospectus shall be deemed to be modified or superseded to the extent that a statement contained in any other subsequently filed document which is incorporated by reference into this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

          Statements contained in this prospectus or in any document incorporated by reference into this prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the documents incorporated by reference, each such statement being qualified in all respects by such reference.

          In addition, for so long as any of the notes remain outstanding and during any period in which we are not subject to Section 13 or Section 15(d) of the Exchange Act, we will make available to any prospective purchaser or beneficial owner of the securities in connection with the sale thereof that information required by Rule 144A(d)(4) under the Securities Act.

110

LEGAL MATTERS

          The validity of the issuance of the notes offered by this prospectus will be passed upon for us by Simpson Thacher & Bartlett LLP. The validity of the ordinary shares represented by the ADSs and certain other legal matters as to Cayman Islands law will be passed upon for us by Maples and Calder.

111

EXPERTS

          The financial statements incorporated by reference in this Prospectus and elsewhere in the Registration Statement, and the effectiveness of Suntech Power Holdings Company, Ltd.’s internal control over financial reporting have been audited by Deloitte Touche Tohmatsu CPA Ltd., an independent registered public accounting firm, as stated in their reports which (1) expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the Company’s adoption of new accounting standards and (2) expresses an unqualified opinion on the effectiveness of internal control over financial reporting. Such financial statements have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

          The offices of Deloitte Touche Tohmatsu CPA Ltd. are located at 30/F Bund Center, 222 Yan An Road East, Shanghai 200002, Peoples Republic of China.

112

PART II.

Information Not Required in Prospectus

Item 8. Indemnification of Directors and Officers.

          Cayman Islands law and Article 139 of the Registrant’s amended and restated memorandum and articles of association provide that the Registrant may indemnify its directors and officers acting in relation to any of its affairs against any liability incurred by them by reason of the execution of their duties as a Director or Officer, except if such liability arose through dishonesty, fraud or default of such Director or Officer.

          The Registrant has entered into indemnification agreements with each of its directors and officers under which the Registrant indemnifies them to the fullest extent permitted by Cayman Islands law, its articles of association and other applicable law, from and against all expenses and liabilities arising from any proceeding to which the indemnitee is or was a party, except expenses and liabilities, if any, incurred or sustained by or through the indemnitee’s own intentional misconduct.

Item 9. Exhibits.

          See Exhibit Index Beginning on page II-7 of this registration statement.

Item 10. Undertakings.

          (a) The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-1

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) To file a post effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

          (i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

          (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

     (6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

          (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

          (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

II-2

          (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

          (b) The undersigned registrant hereby undertakes, that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

          (d) The undersigned registrant hereby undertakes that:

     (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

     (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (e) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

II-3

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wuxi in the People’s Republic of China on June 17, 2008.

Suntech Power Holdings Co., Ltd.
By:	/s/ Zhengrong Shi
	Name:	Zhengrong Shi
	Title:	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Zhengrong Shi and Amy Yi Zhang, jointly and severally, his true and lawful attorneys-in-fact and agents, each with the full power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement on Form F-3 (and any and all additional registration statements, including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on June 17, 2008.

Signature	Title(s)
/s/ Zhengrong Shi	Chairman of the Board and Chief Executive Officer
Zhengrong Shi	(principal executive officer)
/s/ Zhi Zhong Qiu	Director
Zhi Zhong Qiu
/s/ Julian Ralph Worley	Director
Julian Ralph Worley
/s/ Jason E. Maynard	Director
Jason E. Maynard
/s/ Amy Yi Zhang	Director, Chief Financial Officer
Amy Yi Zhang	(principal financial and accounting officer)

II-4

Signature of authorized representative in the United States

          Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Suntech Power Holdings Co., Ltd., has signed this registration statement or amendment thereto in Newark, Delaware, on June 17, 2008.

Puglisi & Associates
By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director

II-5

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
1.1†	Form of Underwriting Agreement
4.1*	Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3)
4.2*	Registrant’s Specimen Certificate for Ordinary Shares
4.3**	Deposit Agreement dated as of December 13, 2005 among Suntech Power Holdings Co., Ltd., the depositary and owners and beneficial owners of the American Depositary Receipts
4.4	Indenture, dated as of March 17, 2008, among the Registrant, the trustee and the securities agent
4.5	Registration Rights Agreement, dated as of March 17, 2008, between the Registrant and the initial purchasers
5.1	Opinion of Maples & Calder regarding the validity of ordinary shares being registered
5.2	Opinion of Simpson Thacher & Bartlett LLP regarding the validity of the notes
8.1	Opinion of Simpson Thacher & Bartlett LLP regarding certain U.S. tax matters
8.2	Opinion of Grandall Legal Group (Shanghai) regarding certain PRC tax matters
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of Deloitte Touche Tohmatsu CPA Ltd.
23.2	Consent of Maples & Calder (included in Exhibit 5.1)
23.3	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 8.1)
23.4	Consent of Grandall Legal Group (Shanghai) (included in Exhibit 8.2)
24.1	Powers of Attorney (included on signature page of Part II of this Registration Statement)
25.1	Statement of eligibility of trustee

†	To be filed if necessary, by amendment or as an exhibit to be incorporated by reference into this registration statement
*	Previously filed with the Registrant’s registration statement on Form F-1 (File No. 333-129367)
**	Previously filed with the Registrant’s registration statement on Form F-1 (File No. 333-140795)

II-6

EX-4.4

                                                                        EXECUTED



                                                                     EXHIBIT 4.4



                        SUNTECH POWER HOLDINGS CO., LTD.

                                       and

                            WILMINGTON TRUST COMPANY

                         as Trustee and Securities Agent



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

                                    INDENTURE

                           Dated as of March 17, 2008

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

                          $575,000,000 Principal Amount

                     3.00% CONVERTIBLE SENIOR NOTES DUE 2013


                                TABLE OF CONTENTS



                                                                                                                PAGE
                                                                                                                ----
                                                                                                       
I.       DEFINITIONS AND INCORPORATION BY REFERENCE...............................................................1

         1.01     Definitions.....................................................................................1
         1.02     Other Definitions...............................................................................6
         1.03     Incorporation by Reference of Trust Indenture Act...............................................7
         1.04     Rules of Construction...........................................................................8

II.      THE SECURITIES...........................................................................................8

         2.01     Form and Dating.................................................................................8
         2.02     Execution and Authentication....................................................................9
         2.03     Registrar, Paying Agent and Conversion Agent....................................................9
         2.04     Paying Agent to Hold Money in Trust............................................................10
         2.05     Securityholder Lists...........................................................................10
         2.06     Transfer and Exchange..........................................................................10
         2.07     Replacement Securities.........................................................................11
         2.08     Outstanding Securities.........................................................................11
         2.09     Securities Held by the Company or an Affiliate.................................................12
         2.10     Temporary Securities...........................................................................12
         2.11     Cancellation...................................................................................13
         2.12     Defaulted Interest.............................................................................13
         2.13     CUSIP Numbers..................................................................................13
         2.14     Deposit of Moneys..............................................................................13
         2.15     Book-Entry Provisions for Global Securities....................................................14
         2.16     Special Transfer Provisions....................................................................15
         2.17     Restrictive Legends............................................................................16
         2.18     Ranking........................................................................................16

III.     REDEMPTION..............................................................................................16

         3.01     Right of Redemption............................................................................16
         3.02     Repurchase at Option of Holder Upon a Fundamental Change.......................................16

IV.      COVENANTS...............................................................................................23

         4.01     Payment of Securities..........................................................................23
         4.02     Maintenance of Office or Agency................................................................23
         4.03     Rule 144A Information and Annual Reports.......................................................24
         4.04     Compliance Certificate.........................................................................25
         4.05     Stay, Extension and Usury Laws.................................................................25
         4.06     Corporate Existence............................................................................25
         4.07     Notice of Default..............................................................................26
         4.08     Further Instruments and Acts...................................................................26
         4.09     Delivery of Ordinary Shares....................................................................26


                                      -i-

                                                                                                       
         4.10     Listing of ADSs................................................................................26

V.       SUCCESSORS..............................................................................................26

         5.01     When Company May Merge, etc....................................................................26
         5.02     Successor Substituted..........................................................................27

VI.      DEFAULTS AND REMEDIES...................................................................................27

         6.01     Events of Default..............................................................................27
         6.02     Acceleration...................................................................................29
         6.03     Other Remedies.................................................................................30
         6.04     Waiver of Past Defaults........................................................................30
         6.05     Control by Majority............................................................................31
         6.06     Limitation on Suits............................................................................31
         6.07     Rights of Holders to Receive Payment...........................................................32
         6.08     Collection Suit by Trustee.....................................................................32
         6.09     Trustee May File Proofs of Claim...............................................................32
         6.10     Priorities.....................................................................................32
         6.11     Undertaking for Costs..........................................................................33

VII.     TRUSTEE AND SECURITIES AGENT............................................................................33

         7.01     Duties of Trustee and the Securities Agent.....................................................33
         7.02     Rights of Trustee and the Securities Agent.....................................................34
         7.03     Individual Rights of Trustee and the Securities Agent..........................................36
         7.04     Disclaimer of the Trustee and the Securities Agent.............................................36
         7.05     Notice of Defaults.............................................................................36
         7.06     Reports by Trustee to Holders..................................................................37
         7.07     Compensation and Indemnity.....................................................................37
         7.08     Replacement of Trustee or the Securities Agent.................................................38
         7.09     Successor Trustee by Merger, etc...............................................................39
         7.10     Eligibility; Disqualification..................................................................39
         7.11     Preferential Collection of Claims Against Company..............................................39

VIII.    DISCHARGE OF INDENTURE..................................................................................39

         8.01     Termination of the Obligations of the Company..................................................40
         8.02     Application of Trust Money.....................................................................40
         8.03     Repayment to Company...........................................................................40
         8.04     Reinstatement..................................................................................41

IX.      AMENDMENTS..............................................................................................41

         9.01     Without Consent of Holders.....................................................................41
         9.02     With Consent of Holders........................................................................42
         9.03     Compliance with Trust Indenture Act............................................................43
         9.04     Revocation and Effect of Consents..............................................................43



                                      -ii-

                                                                                                       
         9.05     Notation on or Exchange of Securities..........................................................43
         9.06     Trustee and Securities Agent Protected.........................................................44
         9.07     Effect of Supplemental Indentures..............................................................44

X.       CONVERSION..............................................................................................44

         10.01    Conversion Privilege; Restrictive Legends......................................................44
         10.02    Conversion Procedure and Payment Upon Conversion...............................................47
         10.03    Taxes on Conversion............................................................................50
         10.04    Company to Provide Ordinary Shares And ADSs....................................................52
         10.05    Adjustment of Conversion Rate..................................................................53
         10.06    No Adjustment..................................................................................62
         10.07    Other Adjustments..............................................................................63
         10.08    Adjustments for Tax Purposes...................................................................64
         10.09    Notice of Adjustment...........................................................................64
         10.10    Notice of Certain Transactions.................................................................64
         10.11    Effect of Reclassifications, Business Combinations, Asset Sales And Other
                  Corporate Events on Conversion Privilege.......................................................64
         10.12    Disclaimer of the Trustee, the Conversion Agent and the Securities Agent.......................66
         10.13    Rights Distributions Pursuant To Anti-Takeover Provisions......................................66
         10.14    Increased Conversion Rate Applicable to Certain Securities Surrendered in
                  Connection With Make-Whole Fundamental Changes.................................................67

XI.      TAX TREATMENT...........................................................................................70

         11.01    Tax Treatment..................................................................................70
         11.02    Tax Withholding Obligations....................................................................70

XII.     MISCELLANEOUS...........................................................................................70

         12.01    Trust Indenture Act Controls...................................................................70
         12.02    Notices........................................................................................71
         12.03    Communication  by Holders with Other Holders...................................................72
         12.04    Certificate and Opinion as to Conditions Precedent.............................................72
         12.05    Statements Required in Certificate or Opinion..................................................72
         12.06    Rules by Trustee and Agents....................................................................73
         12.07    Legal Holidays.................................................................................73
         12.08    Duplicate Originals............................................................................73
         12.09    Governing Law..................................................................................73
         12.10    Submission to Jurisdiction.....................................................................73
         12.11    Judgment Currency..............................................................................74
         12.12    No Adverse Interpretation of Other Agreements..................................................74
         12.13    Successors.....................................................................................74
         12.14    Separability...................................................................................74
         12.15    Table of Contents, Headings, Etc...............................................................75
         12.16    Calculations in Respect of the Securities......................................................75
         12.17    No Personal Liability of Directors, Officers, Employees or Shareholders........................75



                                     -iii-

              
Exhibit A       -   Form of Global Security
Exhibit B-1     -   Form of Private Placement Legend
Exhibit B-2     -   Form of Legend for Global Security
Exhibit C       -   Form of Notice of Transfer Pursuant to Registration Statement
Exhibit D       -   Form of Opinion of Counsel in Connection With Registration of Securities



                                      -iv-

                             CROSS-REFERENCE TABLE



  TIA                                                                   Indenture
Section                                                                   Section
- -------                                                                   -------
                                                                     
310(a)(1).............................................................  7.10
   (a)(2).............................................................  7.10
   (a)(3).............................................................  N.A.
   (a)(4).............................................................  N.A.
   (a)(5).............................................................  N.A.
   (b)................................................................  7.08; 7.10; 12.02
   (c)................................................................  N.A.
311(a)................................................................  7.11
   (b)................................................................  7.11
   (c)................................................................  N.A.
312(a)................................................................  2.05
   (b)................................................................  12.03
   (c)................................................................  12.03
313(a)................................................................  7.06
   (b)(1).............................................................  N.A.
   (b)(2).............................................................  7.06
   (c)................................................................  7.06; 12.02
   (d)................................................................  7.06
314(a)................................................................  4.03
   (b)................................................................  N.A.
   (c)(1).............................................................  12.04
   (c)(2).............................................................  12.04
   (c)(3).............................................................  N.A.
   (d)................................................................  N.A.
   (e)................................................................  12.05
   (f)................................................................  N.A.
315(a)................................................................  7.01(B)
   (b)................................................................  7.05; 12.02
   (c)................................................................  7.01(A)
   (d)................................................................  7.01(C)
   (e)................................................................  6.11
316(a) (last sentence)................................................  2.09
   (a)(1)(A)..........................................................  6.05
   (a)(1)(B)..........................................................  6.04
   (a)(2).............................................................  N.A.
   (b)................................................................  6.07
   (c)................................................................  N.A.
317(a)(1).............................................................  6.08
   (a)(2).............................................................  6.09
   (b)................................................................  2.04
318(a)................................................................  12.01


                                       1

     INDENTURE, dated as of March 17, 2008, between Suntech Power Holdings Co.,
Ltd., a company incorporated under the laws of the Cayman Islands (the
"COMPANY") and Wilmington Trust Company, as trustee (the "TRUSTEE") and
securities agent (the "SECURITIES AGENT").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Company's 3.00% Convertible
Senior Notes due 2013 (the "SECURITIES").


                  I. DEFINITIONS AND INCORPORATION BY REFERENCE

     1.01 DEFINITIONS.

          The term "ADDITIONAL INTEREST" has the meaning ascribed to it in the
Registration Rights Agreement.

          "ADS" means the Company's American depositary shares, each
representing one Ordinary Share.

          "ADS DEPOSITARY" means The Bank of New York, as the depositary under
the Deposit Agreement.

          "ARTICLES OF ASSOCIATION" means the Second Amended and Restated
Memorandum and Articles of Association of the Company adopted on October 26,
2005, as amended from time to time.

          "AFFILIATE" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
this purpose, "control" shall mean the power to direct the management and
policies of a person through the ownership of securities, by contract or
otherwise.

          "ASSET SALE MAKE-WHOLE FUNDAMENTAL CHANGE" means a sale, transfer,
lease, conveyance or other disposition (other than a Permitted Transfer) of all
or substantially all of the property or assets of the Company to any "person" or
"group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), including any group acting for the purpose of acquiring, holding, voting
or disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act.

          "BID SOLICITATION AGENT" means a Company-appointed agent that performs
calculations as set forth in ARTICLE X and PARAGRAPHS 1 and 7 of the Securities.

          "BOARD OF DIRECTORS" means the Board of Directors of the Company or
any committee thereof authorized to act for it hereunder.

          "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee and the Securities Agent.

                                      -1-

          "CLOSING SALE PRICE" means the price per ADS on the relevant date,
determined (a) on the basis of the closing sale price per ADS (or if no closing
sale price per ADS is reported, the average of the bid and ask prices per ADS
or, if more than one in either case, the average of the average bid and the
average ask prices per ADS) on such date on the New York Stock Exchange or other
U.S. principal national securities exchange on which the ADSs are listed; or (b)
if the ADSs are not listed on a U.S. national securities exchange, as reported
by the National Association of Securities Dealers Automated Quotation System; or
(c) if not so quoted, as reported by National Quotation Bureau, Incorporated or
a similar organization. In the absence of a quotation, the Closing Sale Price
shall be such price as the Company shall reasonably determine on the basis of
such quotations as most accurately reflecting the price that a fully informed
buyer, acting on his own accord, would pay to a fully informed seller, acting on
his own accord in an arm's-length transaction, for each such ADS.

          "COMPANY" means the party named as such above until a successor
replaces it pursuant to the applicable provision hereof and thereafter means the
successor. The foregoing sentence shall likewise apply to any such successor or
subsequent successor.

          "COMPANY ORDER" or "COMPANY REQUEST" means a written request or order
signed on behalf of the Company by any one Officer.

          "CONVERSION PRICE" means, as of any date of determination, the dollar
amount derived by dividing one thousand dollars ($1,000) by the Conversion Rate
in effect on such date.

          "CONVERSION RATE" shall initially be 24.3153 ADSs per $1,000 principal
amount of Securities, subject to adjustment as provided in ARTICLE X.

          "CORPORATE TRUST OFFICE" shall mean with respect to the Trustee and
the Securities Agent, Wilmington Trust Company, 1100 North Market Street, Rodney
Square North, Wilmington, Delaware, 19890, Attention: Suntech; or any other
address that the Trustee or the Securities Agent may designate with respect to
itself from time to time by notice to the Company and the Securityholders.

          "DEFAULT" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

          "DEPOSITARY" means The Depository Trust Company, its nominees and
successors.

          "DEPOSIT AGREEMENT" means the Deposit Agreement, dated as of December
13, 2005, among the Company, The Bank of New York, as ADS Depositary, and the
holders and beneficial owners from time to time of the ADSs issued thereunder,
as supplemented by the Restricted ADS Facility Letter.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC thereunder.

          "HOLDER" or "SECURITYHOLDER" means a person in whose name a Security
is registered on the Registrar's books.

                                      -2-

          "INDEBTEDNESS" of a person means the principal of, premium, if any,
and interest on, and all other obligations in respect of (a) all indebtedness of
such person for borrowed money (including all indebtedness evidenced by notes,
bonds, debentures or other securities), (b) all obligations (other than trade
payables) incurred by such person in the acquisition (whether by way of
purchase, merger, consolidation or otherwise and whether by such person or
another person) of any business, real property or other assets, (c) all
reimbursement obligations of such person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
person, (d) all capital lease obligations of such person, (e) all net
obligations of such person under interest rate swap, currency exchange or
similar agreements of such person, (f) all obligations and other liabilities,
contingent or otherwise, under any lease or related document, including a
purchase agreement, conditional sale or other title retention agreement, in
connection with the lease of real property or improvements thereon (or any
personal property included as part of any such lease) which provides that such
person is contractually obligated to purchase or cause a third party to purchase
the leased property or pay an agreed-upon residual value of the leased property,
including such person's obligations under such lease or related document to
purchase or cause a third party to purchase such leased property or pay an
agreed-upon residual value of the leased property to the lessor, (g) guarantees
by such person of indebtedness described in CLAUSES (a) THROUGH (f) of another
person, and (h) all renewals, extensions, refundings, deferrals, restructurings,
amendments and modifications of any indebtedness, obligation, guarantee or
liability of the kind described in CLAUSES (a) THROUGH (g).

          "INDENTURE" means this Indenture as amended or supplemented from time
to time.

          "INITIAL PURCHASERS" means Goldman Sachs (Asia) L.L.C., ABN AMRO Bank
N.V., Hong Kong Branch and UBS Securities LLC.

          "ISSUE DATE" means March 17, 2008.

          "MAKE-WHOLE FUNDAMENTAL CHANGE" means an Asset Sale Make-Whole
Fundamental Change, an Ordinary Share Change Make-Whole Fundamental Change or a
Voting Share Change Make-Whole Fundamental Change that occurs before the
Maturity Date.

          "MARKET DISRUPTION EVENT" means the occurrence or existence during the
one-half hour period ending on the scheduled close of trading on any trading day
for the ADSs of any material suspension or limitation imposed on trading (by
reason of movements in price exceeding limits permitted by the stock exchange or
otherwise) in the ADSs or in any options contracts or futures contracts relating
solely to the ADSs.

          "MATURITY DATE" means March 15, 2013.

          "OFFICER" means the Chairman of the Board, the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer, any Executive
Vice President, the Treasurer or the Secretary of the Company.

          "OFFICER'S CERTIFICATE" means a certificate signed by any one Officer
of the Company.

          "OPINION OF COUNSEL" means a written opinion from legal counsel who
may be an employee of or counsel for the Company, or other counsel reasonably
acceptable to the Trustee.

                                      -3-

          "ORDINARY SHARE" means the ordinary shares, $0.01 par value per share,
of the Company, or such other Share Capital of the Company into which the
Company's Ordinary Share is reclassified or changed.

          "ORDINARY SHARE CHANGE MAKE-WHOLE FUNDAMENTAL CHANGE" means any
transaction or series of related transactions (other than a Listed Share
Business Combination), in connection with which (whether by means of an exchange
offer, liquidation, dissolution, winding up, tender offer, consolidation,
merger, reconstruction, amalgamation, combination, reclassification,
recapitalization, asset sale, lease of assets or otherwise) all or substantially
all of the Ordinary Shares (including Ordinary Shares represented by ADSs) are
exchanged for, converted into, acquired for or constitutes solely the right to
receive other securities, other property, assets or cash.

          "PERMITTED TRANSFER" shall mean any transfer of property or assets
between or among one or more Subsidiaries or from one or more Subsidiaries to
the Company.

          "PERSON" or "PERSON" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.

          "PURCHASE NOTICE" means a Purchase Notice in the form set forth in the
Securities.

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated as of the date hereof between the Company and the Initial
Purchasers.

          "RESPONSIBLE OFFICER" shall mean, when used with respect to the
Trustee or the Securities Agent, any officer within the corporate trust
department of the Trustee or the Securities Agent, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee or the Securities Agent, as
applicable, who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject and who shall in each case have direct
responsibility for the administration of this Indenture.

          "RESTRICTED ADS FACILITY LETTER" means the letter agreement dated as
of March 17, 2008 between the Company and The Bank of New York, as ADS
Depository.

          "RESTRICTED SECURITY" means a Security that constitutes a "restricted
security" within the meaning of Rule 144(a)(3) under the Securities Act;
provided, however, that the Trustee shall be entitled to request and
conclusively rely on an Opinion of Counsel with respect to whether any Security
constitutes a Restricted Security.

          "RULE 144" means Rule 144 under the Securities Act.

          "RULE 144A" means Rule 144A under the Securities Act.

          "SEC" means the Securities and Exchange Commission.

                                      -4-

          "SCHEDULED TRADING DAY" means a day that is scheduled to be a Trading
Day on the principal U.S. national securities exchange on which the ADSs are
listed.

          "SECURITIES" means the 3.00% Convertible Senior Notes due 2013 issued
by the Company pursuant to this Indenture.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC thereunder.

          "SECURITIES AGENT" means Wilmington Trust Company, in its capacity as
Registrar, Paying Agent, Conversion Agent or Bid Solicitation Agent.

          "SHARE CAPITAL" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of share capital of
such Person and all warrants or options to acquire such share capital.

          "SIGNIFICANT SUBSIDIARY" with respect to any person means any
subsidiary of such person that constitutes a "significant subsidiary" within the
meaning of Rule 1-02(w) of Regulation S-X under the Securities Act, as such
regulation is in effect on the date of this Indenture.

          "SUBSIDIARY" means (i) a corporation a majority of whose Share Capital
with voting power, under ordinary circumstances, to elect directors is at the
time, directly or indirectly, owned by the Company, by one or more subsidiaries
of the Company or by the Company and one or more of its subsidiaries or (ii) any
other person (other than a corporation) in which the Company, one or more of its
subsidiaries, or the Company and one or more of its subsidiaries, directly or
indirectly, at the date of determination thereof, own at least a majority
ownership interest.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as amended and in effect from time to time.

          "TRADING DAY" means any day during which all of the following
conditions are satisfied: (i) trading in the ADSs generally occurs; (ii) there
is no Market Disruption Event; and (iii) a closing sale price for the ADSs is
provided on the New York Stock Exchange or, if the ADSs are not then listed on
the New York Stock Exchange, on the principal other U.S. national securities
exchange on which the ADSs are then listed.

          "TRADING PRICE" means, on any date, the average of the secondary
market bid quotations for the Securities obtained by the Bid Solicitation Agent
on behalf of the Company for five million dollars ($5,000,000) principal amount
of Securities at approximately 4:00 p.m., New York City time, on such date, from
three (3) independent, nationally recognized securities dealers selected by the
Company, which may include any or all of the Initial Purchasers or their
Affiliates; provided, that if the Bid Solicitation Agent on behalf of the
Company can reasonably obtain only two (2) such bids, then the average of such
two (2) bids shall instead be used; provided further, that if the Bid
Solicitation Agent on behalf of the Company can reasonably obtain only one (l)
such bid, then such bid shall instead be used; provided further, that if, on a
given date, the Bid Solicitation Agent on behalf of the Company cannot
reasonably obtain at

                                      -5-

least one (1) such bid, or if, in the reasonable, good faith judgment of the
Board of Directors, which judgment shall be described in a Board Resolution, the
bid quotation or quotations so obtained by the Bid Solicitation Agent on behalf
of the Company are not indicative of the secondary market value of the
Securities, then, in each case, the Trading Price per $1,000 principal amount of
Securities on such date shall be deemed to be equal to the product of (I) the
Conversion Rate in effect on such date and (II) 97% of the Closing Sale Price on
such date.

          "TRUSTEE" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions hereof and thereafter
means the successor serving hereunder.

          "VOTING SHARE" of any Person means the total voting power of all
classes of the Share Capital of such Person.

          "VOTING SHARE CHANGE MAKE-WHOLE FUNDAMENTAL CHANGE" means any "person"
or "group" (as those terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than Dr. Zhengrong Shi, is or becomes the "beneficial owner" (as
that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly,
of 50% or more of the Voting Shares of the Company, or if Dr. Zhengrong Shi or
any "group" (as that term is used in Sections 13(d) or 14(d) of the Exchange
Act) of which he is a part is or becomes the "beneficial owner" (as such term is
used in Rule 13d-3 under the Exchange Act), directly or indirectly, of 60% or
more of the Voting Shares of the Company.

     1.02 OTHER DEFINITIONS.



           Term                                               Defined In Section
           ----                                               ------------------
                                                           
"ADDITIONAL AMOUNTS".....................................           10.03
"ADJUSTMENT DETERMINATION DATE"..........................           10.05
"ADJUSTMENT EVENT".......................................           10.05
"ADS CUSTODIAN"..........................................           4.09
"APPLICABLE PRICE".......................................           10.14
"BANKRUPTCY LAW".........................................           6.01
"BCF ADJUSTMENT CAP".....................................           10.06
"BCF MAKE-WHOLE CAP".....................................           10.14
"BUSINESS DAY"...........................................           12.07
"CASH AMOUNT"............................................           10.02
"CASH SETTLEMENT AVERAGING PERIOD".......................           10.02
"CHANGE IN CONTROL"......................................           3.02
"CONVERSION AGENT".......................................           2.03
"CONVERSION AMOUNT"......................................           10.02
"CONVERSION DATE"........................................           10.02
"CONVERSION OBLIGATION"..................................           10.02
"CONVERSION SETTLEMENT DATE".............................           10.02
"CONVERSION SETTLEMENT DISTRIBUTION".....................           10.02
"CONVERSION NOTICE"......................................           4.09
"CONVERSION VALUE".......................................           10.01
"CUSTODIAN"..............................................           6.01


                                      -6-

                                                                 
"DAILY VWAP".............................................           10.02
"DISTRIBUTED PROPERTY"...................................           10.05
"EVENT OF DEFAULT".......................................           6.01
"EX DATE"................................................           10.05
"EXTENSION RIGHT"........................................           6.02
"FUNDAMENTAL CHANGE".....................................           3.02
"FUNDAMENTAL CHANGE NOTICE"..............................           3.02
"FUNDAMENTAL CHANGE REPURCHASE DATE".....................           3.02
"FUNDAMENTAL CHANGE REPURCHASE PRICE"....................           3.02
"FUNDAMENTAL CHANGE REPURCHASE RIGHT"....................           3.02
"GLOBAL SECURITY"........................................           2.01
"INTEREST"...............................................           1.04
"JUDGMENT CURRENCY"......................................           12.11
"LEGAL HOLIDAY"..........................................           12.07
"LISTED SHARE BUSINESS COMBINATION"......................           3.02
"MAKE-WHOLE APPLICABLE INCREASE".........................           10.14
"MAKE-WHOLE CONVERSION PERIOD"...........................           10.14
"MAKE-WHOLE CONSIDERATION"...............................           10.14
"MAKE-WHOLE REFERENCE DATE"..............................           10.14
"NOTICE OF DEFAULT"......................................           6.01
"NOTE MEASUREMENT PERIOD"................................           10.01
"PARTICIPANTS"...........................................           2.15
"PAYING AGENT"...........................................           2.03
"PHYSICAL SECURITIES"....................................           2.01
"PRIVATE PLACEMENT LEGEND"...............................           2.17
"RECORD DATE"............................................           10.05
"REFERENCE PROPERTY".....................................           10.11
"RELEVANT DATE"..........................................           10.05
"RELEVANT TAXING JURISDICTION"...........................           10.03
"REGISTRAR"..............................................           2.03
"REPURCHASE UPON FUNDAMENTAL CHANGE".....................           3.01
"RESALE RESTRICTION TERMINATION DATE"....................           2.17
"SETTLEMENT NOTICE PERIOD"...............................           10.02
"SPIN-OFF"...............................................           10.05
"TERMINATION OF TRADING".................................           3.02
"TRADING PRICE CONDITION"................................           10.01
"VWAP MARKET DISRUPTION EVENT"...........................           10.02
"VWAP TRADING DAY".......................................           10.02



     1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                                      -7-

          All terms used in this Indenture that are defined by the TIA, defined
by the TIA by reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein have the meanings so assigned to them.

     1.04 RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

               (i) a term has the meaning assigned to it;

               (ii) an accounting term not otherwise defined has the meaning
          assigned to it in accordance with U.S. generally accepted accounting
          principles in effect from time to time;

               (iii) "or" is not exclusive;

               (iv) "including" means "including without limitation";

               (v) words in the singular include the plural and in the plural
          include the singular;

               (vi) provisions apply to successive events and transactions;

               (vii) the term "INTEREST" includes additional interest, unless
          the context otherwise requires or the terms of the Registration Rights
          Agreement provide otherwise;

               (viii) "herein," "hereof" and other words of similar import refer
          to this Indenture as a whole and not to any particular Article,
          Section or other subdivision of this Indenture; and

               (ix) references to currency shall mean the lawful currency of
          the United States of America, unless the context requires otherwise.


                               II. THE SECURITIES

     2.01 FORM AND DATING.

          The Securities and the Trustee's certificate of authentication shall
be substantially in the form set forth in EXHIBIT A, which is incorporated in
and forms a part of this Indenture. The Securities may have notations, legends
or endorsements required by law, stock exchange rule or usage, provided such
notations, legends or endorsements are in form reasonably acceptable to the
Company. Each Security shall be dated the date of its authentication.

          Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more Global Securities, substantially in the
form set forth in EXHIBIT A (the "GLOBAL SECURITY"), deposited with the Trustee,
as custodian for the Depositary, registered in the name of the Depositary or a
nominee thereof, duly executed by the Company and authenticated by the
Securities Agent as hereinafter provided and bearing the legends set forth in
EXHIBITS B-1 and

                                       -8-

B-2. The aggregate principal amount of the Global Security may from time to time
be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary, as hereinafter provided; provided, that in no
event shall the aggregate principal amount of the Global Security or Securities
exceed $575,000,000.

          Securities issued in exchange for interests in a Global Security
pursuant to SECTION 2.15 may be issued in the form of permanent certificated
Securities in registered form in substantially the form set forth in EXHIBIT A
(the "PHYSICAL SECURITIES") and, if applicable, bearing any legends required by
SECTION 2.17.

     2.02 EXECUTION AND AUTHENTICATION.

          One duly authorized Officer shall sign the Securities for the Company
by manual or facsimile signature.

          A Security's validity shall not be affected by the failure of an
Officer whose signature is on such Security to hold, at the time the Security is
authenticated, the same office at the Company.

          A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

          Upon receipt of a Company Order, the Trustee shall authenticate
Securities for original issue in the aggregate principal amount of $575,000,000.
The aggregate principal amount of the Securities outstanding at any time may not
exceed $575,000,000.

          Upon receipt of a Company Order, the Trustee shall authenticate
Securities not bearing the Private Placement Legend to be issued to the
transferee when sold pursuant to an effective registration statement under the
Securities Act as set forth in SECTION 2.16(B).

          The Trustee shall act as the initial authenticating agent. Thereafter,
the Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such authenticating
agent. An authenticating agent so appointed has the same rights as the Trustee
to deal with the Company and its Affiliates.

          The Securities shall be issuable only in registered form without
interest coupons and only in denominations of $1,000 principal amount and any
integral multiple thereof.

     2.03 REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

          The Company shall maintain, or shall cause to be maintained, (i) an
office or agency in the Borough of Manhattan, The City of New York, where
Securities may be presented for registration of transfer or for exchange
("REGISTRAR"), (ii) an office or agency in the Borough of Manhattan, The City of
New York, where Securities may be presented for payment ("PAYING AGENT") and
(iii) an office or agency in the Borough of Manhattan, The City of New York,

                                      -9-

where Securities may be presented for conversion ("CONVERSION AGENT"). The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may appoint or change one or more co-Registrars, one or
more additional paying agents and one or more additional conversion agents
without notice and may act in any such capacity on its own behalf. The term
"REGISTRAR" includes any co-Registrar; the term "PAYING AGENT" includes any
additional paying agent; and the term "CONVERSION AGENT" includes any additional
conversion agent.

          The Company shall enter into an appropriate agency agreement with any
agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee and the Securities Agent of the name and address of any such agent
not a party to this Indenture. If the Company fails to maintain a Registrar,
Paying Agent or Conversion Agent, the Trustee shall act as such.

          The Company initially appoints the Securities Agent as Paying Agent,
Bid Solicitation Agent, Registrar and Conversion Agent.

          The Company initially appoints The Depositary Trust Company to act as
Depositary with respect to the Securities.

     2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

          Each Paying Agent shall hold in trust for the benefit of the
Securityholders or the Trustee all moneys held by the Paying Agent for the
payment of the Securities, and shall notify the Trustee of any Default by the
Company in making any such payment. While any such Default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee and account for any funds so paid by it. Upon payment over to the
Trustee, the Paying Agent shall have no further liability for such money. If the
Company acts as Paying Agent, it shall segregate and hold as a separate trust
fund all money held by it as Paying Agent.

     2.05 SECURITYHOLDER LISTS.

          The Securities Agent shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders. If the Securities Agent is not the Registrar, the
Company shall furnish, or shall cause to be furnished, to the Trustee and the
Securities Agent on or before each interest payment date and at such other times
as the Trustee or the Securities Agent may request in writing a list, in such
form and as of such date as the Trustee or the Securities Agent, as the case may
be, may reasonably require, of the names and addresses of Securityholders
appearing in the security register of the Registrar.

     2.06 TRANSFER AND EXCHANGE.

          Subject to SECTIONS 2.15 and 2.16 hereof, where Securities are
presented to the Registrar with a request to register their transfer or to
exchange them for an equal principal amount of Securities of other authorized
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transaction are met. To permit registrations of
transfer and exchanges, the Trustee shall authenticate Securities upon the
Trustee's receipt of a Company

                                      -10-

Order therefor. The Company or the Securities Agent, as the case may be, shall
not be required to register the transfer of or exchange any Security for which a
Purchase Notice has been delivered, and not validly withdrawn, in accordance
with this Indenture, except the unrepurchased portion of Securities being
repurchased in part or unless the Company defaults in the payment of the
Fundamental Change Repurchase Price.

          No service charge shall be made for any transfer or exchange of
Securities, except that the Company or the Securities Agent may require payment
of a sum sufficient to cover any tax or similar governmental charge that may be
imposed in connection with any transfer, exchange or conversion of Securities,
other than exchanges pursuant to SECTIONS 2.10, 9.05 or 10.02 or ARTICLE III,
not involving any transfer.

     2.07 REPLACEMENT SECURITIES.

          If the Holder of a Security claims that the Security has been
mutilated, lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall, upon receipt of a Company Order, authenticate a replacement
Security upon surrender to the Trustee of the mutilated Security, or upon
delivery to the Trustee of evidence of the loss, destruction or theft of the
Security satisfactory to the Trustee and the Company. In the case of a lost,
destroyed or wrongfully taken Security, if required by the Trustee or the
Company, an indemnity bond must be provided by the Holder that is reasonably
satisfactory to the Securities Agent, the Trustee and the Company to indemnify
and hold harmless the Company, the Trustee and the Securities Agent from any
loss which any of them may suffer if such Security is replaced. The Securities
Agent, Trustee and the Company may charge such Holder for their expenses in
replacing a Security.

          In case any such mutilated, lost, destroyed or wrongfully taken
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security when due.

          Every replacement Security is an additional obligation of the Company
only as provided in SECTION 2.08.

     2.08 OUTSTANDING SECURITIES.

          Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those converted, those cancelled by it,
those delivered to it for cancellation and those described in this SECTION 2.08
as not outstanding. Except to the extent provided in SECTION 2.09, a Security
does not cease to be outstanding because the Company or one of its Subsidiaries
or Affiliates holds the Security.

          If a Security is replaced pursuant to SECTION 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it, or a court
holds, that the replaced Security is held by a protected purchaser.

          If the Paying Agent (other than the Company) holds on the Fundamental
Change Repurchase Date or Maturity Date, money sufficient to pay the aggregate
Fundamental Change Repurchase Price or principal amount, as the case may be,
with respect to all Securities to be paid upon Repurchase Upon Fundamental
Change or maturity, as the case may be, in each case

                                      -11-

plus, if applicable, accrued and unpaid interest, if any, payable as herein
provided upon Purchase at Repurchase Upon Fundamental Change or maturity, then
(unless there shall be a Default in the payment of such aggregate Fundamental
Change Repurchase Price or principal amount, or of such accrued and unpaid
interest), except as otherwise provided herein, on and after such date such
Securities shall be deemed to be no longer outstanding, interest on such
Securities shall cease to accrue, and such Securities shall be deemed paid
whether or not such Securities are delivered to the Paying Agent. Thereafter,
all rights of the Holders of such Securities shall terminate with respect to
such Securities, other than the right to receive the Fundamental Change
Repurchase Price or principal amount, as the case may be, plus, if applicable,
such accrued and unpaid interest, in accordance with this Indenture.
Notwithstanding the foregoing, a Holder shall be entitled to convert a Security
on the Maturity Date, provided such Security has not been surrendered for
payment upon maturity.

          If a Security is converted in accordance with ARTICLE X, then, from
and after the time of such conversion on the Conversion Date, such Security
shall cease to be outstanding, and interest, if any, shall cease to accrue on
such Security unless there shall be a Default in the payment or delivery of the
consideration payable hereunder upon such conversion.

     2.09 SECURITIES HELD BY THE COMPANY OR AN AFFILIATE.

          In determining whether the Holders of the required aggregate principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or any of its Subsidiaries or Affiliates shall
be considered as though not outstanding, except that, for the purposes of
determining whether a Responsible Officer of the Trustee or the Securities
Agent, as applicable, shall be protected in relying on any such direction,
waiver or consent, only Securities which the Trustee or the Securities Agent, as
applicable, knows are so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be considered to be outstanding for
purposes of this SECTION 2.09 if the pledgee establishes, to the satisfaction of
the Trustee or the Securities Agent, as applicable, the pledgee's right so to
concur with respect to such Securities and that the pledgee is not, and is not
acting at the direction or on behalf of, the Company, any other obligor on the
Securities, an Affiliate of the Company or an affiliate of any such other
obligor. In the event of a dispute or uncertainty as to whether the pledgee has
established the foregoing, the Trustee and the Securities Agent may rely on the
advice of counsel or on an Officer's Certificate.

     2.10 TEMPORARY SECURITIES.

          Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall, upon receipt of a Company Order, authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee, upon receipt of a Company Order, shall
authenticate definitive Securities in exchange for temporary Securities. Until
so exchanged, each temporary Security shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities, and such temporary
Security shall be exchangeable for definitive Securities in accordance with the
terms of this Indenture.

                                      -12-

     2.11 CANCELLATION.

          The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to
the Trustee any Securities surrendered to them for transfer, exchange, payment
or conversion. The Trustee shall promptly cancel all Securities surrendered for
transfer, exchange, payment, conversion or cancellation in accordance with its
customary procedures. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation or that
any Securityholder has converted pursuant to ARTICLE X. All cancelled Securities
held by the Trustee shall be destroyed, and certification of their destruction
shall be delivered by the Trustee to the Company unless the Company shall, by a
Company Order, direct that cancelled Securities be returned to it.

     2.12 DEFAULTED INTEREST.

          If and to the extent the Company defaults in a payment of interest on
the Securities, the Company shall pay in cash the defaulted interest in any
lawful manner plus, to the extent not prohibited by applicable statute or case
law, interest on such defaulted interest at the rate provided in the Securities.
The Company may pay the defaulted interest (plus interest on such defaulted
interest) to the persons who are Securityholders on a subsequent special record
date. The Company shall fix such record date and payment date. At least fifteen
(15) calendar days before the record date, the Company shall mail to the Trustee
and Securityholders a notice that states the record date, payment date and
amount of interest to be paid. Upon the due payment in full, interest shall no
longer accrue on such defaulted interest pursuant to this SECTION 2.12.

     2.13 CUSIP NUMBERS.

          The Company in issuing the Securities may use one or more "CUSIP"
numbers, and, if so, the Trustee and the Securities Agent shall use the CUSIP
numbers in notices of redemption or exchange as a convenience to Holders;
provided, however, that no representation is hereby deemed to be made by the
Trustee or the Securities Agent as to the correctness or accuracy of the CUSIP
numbers printed on the notice or on the Securities; provided further, that
reliance may be placed only on the other identification numbers printed on the
Securities, and the effectiveness of any such notice shall not be affected by
any defect in, or omission of, such CUSIP numbers. The Company shall promptly
notify the Trustee and the Securities Agent of any change in the CUSIP numbers.

     2.14 DEPOSIT OF MONEYS.

          Prior to 10:00 A.M., New York City time, on each interest payment
date, Maturity Date or Fundamental Change Repurchase Date, the Company shall
have deposited with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust in accordance with SECTION 2.04)
money, in funds immediately available on such date, sufficient to make cash
payments, if any, due on such interest payment date, Maturity Date or
Fundamental Change Repurchase Date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders on such interest
payment date, Maturity Date or Fundamental Change Repurchase Date, as the case
may be.

                                      -13-

     2.15 BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.

          (A) The Global Securities initially shall (i) be registered in the
name of the Depositary or the nominee of the Depositary, (ii) be delivered to
the Trustee as custodian for the Depositary and (iii) bear legends as set forth
in SECTION 2.17.

          Members of, or participants in, the Depositary ("PARTICIPANTS") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Security, and the Depositary may be treated by the Company, the Trustee
and the Securities Agent and any agent of the Company, the Trustee and the
Securities Agent as the absolute owner of the Global Security for all purposes
whatsoever and the beneficial owners of the Securities will be entitled only to
those rights and benefits afforded to them in accordance with the Depositary's
regular operating procedures. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee, the Securities Agent or any agent of the
Company, the Trustee or the Securities Agent from giving effect to any written
certification, proxy or other authorization furnished by the Depositary, or its
nominee, as the case may be, or impair, as between the Depositary and
Participants, the operation of customary practices governing the exercise of the
rights of a Holder of any Security.

          (B) Transfers of Global Securities shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their respective
nominees. In addition, Physical Securities shall be transferred to all
beneficial owners, as identified by the Depositary, in exchange for their
beneficial interests in Global Securities only if (i) the Depositary notifies
the Company that the Depositary is unwilling or unable to continue as depositary
for any Global Security (or the Depositary ceases to be a "clearing agency"
registered under Section 17A of the Exchange Act) and a successor Depositary is
not appointed by the Company within ninety (90) days of such notice or cessation
or (ii) an Event of Default has occurred and is continuing and the Registrar has
received a written request from the Depositary to issue Physical Securities.

          (C) In connection with the transfer of a Global Security in its
entirety to beneficial owners pursuant to SECTION 2.15(B), such Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall upon receipt of a Company Order
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interest in such Global Security, an equal
aggregate principal amount of Physical Securities of authorized denominations.

          (D) Any Physical Security constituting a Restricted Security delivered
in exchange for an interest in a Global Security pursuant to SECTION 2.15(B)
shall, except as otherwise provided by SECTION 2.16, bear the Private Placement
Legend.

          (E) The Holder of any Global Security may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests
through Participants, to take any action which a Holder is entitled to take
under this Indenture or the Securities.

          (F) Notwithstanding any other provisions in this Indenture, so long as
a security is a Global Security, the parties hereto will be bound at all times
by the applicable procedures of the Depositary with respect to such Security.

                                      -14-

     2.16 SPECIAL TRANSFER PROVISIONS.

          (A) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.
Notwithstanding any other provisions of this Indenture, but except as provided
in SECTION 2.15(B), a Global Security may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.

          (B) PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar or co-Registrar shall deliver Securities that do not bear the Private
Placement Legend. Upon the transfer, exchange or replacement of Securities
bearing the Private Placement Legend, the Registrar or co-Registrar shall
deliver only Securities that bear the Private Placement Legend unless (i) the
requested transfer is after the Resale Restriction Termination Date, (ii) there
is delivered to the Trustee, the Securities Agent and the Company an opinion of
counsel reasonably satisfactory to the Company and addressed to the Company to
the effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act or (iii) such Security has been sold pursuant to an effective registration
statement under the Securities Act and the Holder selling such Securities has
delivered to the Registrar or co-Registrar a notice in the form of EXHIBIT C
hereto. Upon the effectiveness, under the Securities Act, of the "Shelf
Registration Statement" (as defined in the Registration Rights Agreement), the
Company shall deliver to the Trustee and the Securities Agent a notice of
effectiveness, a Global Security or Global Securities, which do not bear the
Private Placement Legend, a Company Order and an Opinion of Counsel in the form
of EXHIBIT D hereto, and, if required by the Depositary, the Company shall
deliver to the Depositary a letter of representations in a form reasonably
acceptable to the Depositary. Upon the effectiveness of any post-effective
amendment to the "Shelf Registration Statement" (as defined in the Registration
Rights Agreement) and upon the effectiveness, under the Securities Act, of any
"Subsequent Shelf Registration Statement" (as defined in the Registration Rights
Agreement), the Company shall deliver to the Trustee and the Securities Agent a
notice of effectiveness and an Opinion of Counsel in the form of EXHIBIT D
hereto. Upon any sale, pursuant to a Shelf Registration Statement, of a
beneficial interest in a Global Security that theretofore constituted a
Restricted Security and delivery of appropriate evidence thereof to the Trustee
and the Securities Agent, and upon any sale or transfer of a beneficial interest
in connection with which the Private Placement Legend will be removed in
accordance with this Indenture, the Trustee shall increase the principal amount
of the Global Security that does not constitute a Restricted Security by the
principal amount of such sale or transfer and likewise reduce the principal
amount of the Global Security that does constitute a Restricted Security.

          (C) GENERAL. By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture and as permitted by applicable law.

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to SECTION 2.15 or this SECTION 2.16.
The Company shall have the right to

                                      -15-

inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.

          (D) TRANSFERS OF SECURITIES HELD BY AFFILIATES. Any certificate (i)
evidencing a Security that has been transferred to an Affiliate within one (1)
year after the Issue Date, as evidenced by a notation on the assignment form for
such transfer or in the representation letter delivered in respect thereof or
(ii) evidencing a Security that has been acquired from an Affiliate (other than
by an Affiliate) in a transaction or a chain of transactions not involving any
public offering, shall, until one (1) year after the last date on which the
Company or any Affiliate was an owner of such Security (or such longer period of
time as may be required under the Securities Act or applicable state securities
laws), in each case, bear the Private Placement Legend, unless otherwise agreed
by the Company (with written notice thereof to the Trustee and the Securities
Agent).

     2.17 RESTRICTIVE LEGENDS.

          Each Global Security and Physical Security that constitutes a
Restricted Security shall bear the legend (the "PRIVATE PLACEMENT LEGEND") as
set forth in EXHIBIT B-1 on the face thereof until after the first anniversary
of the later of (i) the Issue Date and (ii) the last date on which the Company
or any Affiliate was the owner of such Security (or any predecessor security)
(or such longer period of time as may be required under the Securities Act or
applicable state securities laws, as set forth in an Opinion of Counsel, unless
otherwise agreed between the Company and the Holder thereof) (such date, the
"RESALE RESTRICTION TERMINATION DATE").

          Each Global Security shall also bear the legend as set forth in
EXHIBIT B-2.

     2.18 RANKING.

          The indebtedness of the Company arising under or in connection with
this Indenture and every outstanding Security issued under this Indenture from
time to time constitutes and will constitute a senior unsecured obligation of
the Company, ranking equally with other existing and future senior unsecured
indebtedness of the Company and ranking senior to any existing or future
subordinated indebtedness of the Company.


                                 III. REDEMPTION

     3.01 RIGHT OF REDEMPTION.

          (A) Redemption of the Securities, as permitted by any provision of
this Indenture, shall be made with respect to any repurchase upon a Fundamental
Change, in accordance with PARAGRAPH 6 of the Securities (a "REPURCHASE UPON
FUNDAMENTAL CHANGE"), in each case in accordance with the applicable provisions
of this ARTICLE III.

          (B) Securities in denominations larger than $1,000 principal amount
may be redeemed in part but only in integral multiples of $1,000 principal
amount.

     3.02 REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE.

                                      -16-

          (A) In the event any Fundamental Change (as defined below) shall
occur, each Holder of Securities shall have the right (the "FUNDAMENTAL CHANGE
REPURCHASE RIGHT"), at such Holder's option, to require the Company to
repurchase all of such Holder's Securities (or portions thereof that are
integral multiples of $1,000 in principal amount), on a date selected by the
Company (the "FUNDAMENTAL CHANGE REPURCHASE DATE"), which Fundamental Change
Repurchase Date shall be no later than thirty five (35) days, nor earlier than
twenty (20) days, after the date the Fundamental Change Notice (as defined
below) is mailed in accordance with SECTION 3.02(B), at a price, payable in
cash, equal to one hundred percent (100%) of the principal amount of the
Securities (or portions thereof) to be so repurchased (the "FUNDAMENTAL CHANGE
REPURCHASE PRICE"), plus accrued and unpaid interest, if any, to, but excluding,
the Fundamental Change Repurchase Date, upon:

               (i) delivery to the Company (if it is acting as its own Paying
          Agent), or to a Paying Agent designated by the Company for such
          purpose in the Fundamental Change Notice, no later than the close of
          business on the third (3rd) Business Day immediately preceding the
          Fundamental Change Repurchase Date, of a Purchase Notice, in the form
          set forth in the Securities or any other form of written notice
          substantially similar thereto, in each case, duly completed and
          signed, with appropriate signature guarantee, stating:

                    (a) the certificate number(s) of the Securities which the
               Holder will deliver to be repurchased, if such Securities are in
               certificated form;

                    (b) the principal amount of Securities to be repurchased,
               which must be $1,000 or an integral multiple thereof; and

                    (c) that such principal amount of Securities is to be
               repurchased pursuant to the terms and conditions specified in
               PARAGRAPH 7 of the Securities and in this Indenture; and

               (ii) delivery to the Company (if it is acting as its own Paying
          Agent), or to a Paying Agent designated by the Company for such
          purpose in the Fundamental Change Notice, at any time after the
          delivery of such Purchase Notice, of such Securities (together with
          all necessary endorsements) with respect to which the Fundamental
          Change Repurchase Right is being exercised;

provided, however, that if such Fundamental Change Repurchase Date is after a
record date for the payment of an installment of interest and on or before the
related interest payment date, then the accrued and unpaid interest, if any, to,
but excluding, such interest payment date will be paid on such interest payment
date to the Holder of record of such Securities at the close of business on such
record date (without any surrender of such Securities by such Holder), and the
Holder surrendering such Securities for repurchase will not be entitled to any
such accrued and unpaid interest unless such Holder was also the Holder of
record of such Securities at the close of business on such record date.

          If such Securities are held in book-entry form through the Depositary,
the Purchase Notice shall comply with applicable procedures of the Depositary.

                                      -17-


          Upon such delivery of Securities to the Company (if it is acting as
its own Paying Agent) or such Paying Agent, such Holder shall be entitled to
receive, upon request, from the Company or such Paying Agent, as the case may
be, a nontransferable receipt of deposit evidencing such delivery.

          Notwithstanding anything herein to the contrary, any Holder that has
delivered the Purchase Notice contemplated by this SECTION 3.02(A) to the
Company (if it is acting as its own Paying Agent) or to a Paying Agent
designated by the Company for such purpose in the Fundamental Change Notice
shall have the right to withdraw such Purchase Notice by delivery, at any time
prior to the close of business on the third (3rd) Business Day immediately
preceding the Fundamental Change Repurchase Date, of a written notice of
withdrawal to the Company (if acting as its own Paying Agent) or the Paying
Agent, which notice shall contain the information specified in SECTION
3.02(B)(xi).

          The Paying Agent shall promptly notify the Company of the receipt by
it of any Purchase Notice or written notice of withdrawal thereof.

          (B) Within twenty (20) Business Days after the occurrence of a
Fundamental Change, the Company shall mail, or cause to be mailed, to all
Holders of the Securities at their addresses shown in the register of the
Registrar, and to beneficial owners as required by applicable law, a notice (the
"FUNDAMENTAL CHANGE NOTICE") of the occurrence of such Fundamental Change and
the Fundamental Change Repurchase Right arising as a result thereof. The Company
shall deliver a copy of the Fundamental Change Notice to the Trustee and the
Securities Agent and shall publicly announce, through a reputable national
newswire service in the United States, and publish on the Company's website,
such Fundamental Change Notice.

          Each Fundamental Change Notice shall state:

               (i) the events causing the Fundamental Change;

               (ii) the date of such Fundamental Change;

               (iii) the Fundamental Change Repurchase Date;

               (iv) the date by which the Fundamental Change Repurchase Right
          must be exercised;

               (v) the Fundamental Change Repurchase Price plus accrued and
          unpaid interest, if any, to, but excluding, the Fundamental Change
          Repurchase Date;

               (vi) the names and addresses of the Paying Agent and the
          Conversion Agent;

               (vii) a description of the procedures which a Holder must follow
          to exercise the Fundamental Change Repurchase Right;

               (viii) that, in order to exercise the Fundamental Change
          Repurchase Right, the Securities (together with all necessary
          endorsements) must be surrendered for payment of

                                      -18-


          the Fundamental Change Repurchase Price plus accrued and unpaid
          interest, if any, payable as herein provided upon Repurchase Upon
          Fundamental Change;

               (ix) that the Fundamental Change Repurchase Price, plus accrued
          and unpaid interest, if any, to, but excluding, the Fundamental Change
          Repurchase Date, for any Security as to which a Purchase Notice has
          been given and not withdrawn will be paid as promptly as practicable,
          but in no event more than the third (3rd) Business Day after the later
          of such Fundamental Change Repurchase Date and the time of delivery of
          the Security (together with all necessary endorsements) as described
          in CLAUSE (viii) above; provided, however, that if such Fundamental
          Change Repurchase Date is after a record date for the payment of an
          installment of interest and on or before the related interest payment
          date, then the accrued and unpaid interest, if any, to, but excluding,
          such interest payment date will be paid on such interest payment date
          to the Holder of record of such Security at the close of business on
          such record date (without any surrender of such Securities by such
          Holder), and the Holder surrendering such Security for repurchase will
          not be entitled to any such accreted and unpaid interest unless such
          Holder was also the Holder of record of such Security at the close of
          business on such record date;

               (x) that, except as otherwise provided herein with respect to a
          Fundamental Change Repurchase Date that is after a record date for the
          payment of an installment of interest and on or before the related
          interest payment date, on and after such Fundamental Change Repurchase
          Date (unless there shall be a Default in the payment of the
          consideration payable as herein provided upon Repurchase Upon
          Fundamental Change), interest on Securities subject to Repurchase Upon
          Fundamental Change will cease to accrue, and all rights of the Holders
          of such Securities shall terminate, other than the right to receive,
          in accordance herewith, the consideration payable as herein provided
          upon Repurchase Upon Fundamental Change;

               (xi) that a Holder will be entitled to withdraw its election in
          the Purchase Notice if the Company (if acting as its own Paying
          Agent), or the Paying Agent receives, prior to the close of business
          on the third (3rd) Business Day immediately preceding the Fundamental
          Change Repurchase Date, or such longer period as may be required by
          law, a letter or telegram, telex or facsimile transmission (receipt of
          which is confirmed and promptly followed by a letter) setting forth
          (I) the name of such Holder, (II) a statement that such Holder is
          withdrawing its election to have Securities purchased by the Company
          on such Fundamental Change Repurchase Date pursuant to a Repurchase
          Upon Fundamental Change, (III) the certificate number(s) of the
          Securities to be so withdrawn, if such Securities are in certificated
          form, (IV) the principal amount of the Securities of such Holder to be
          so withdrawn, which amount must be $1,000 or an integral multiple
          thereof and (V) the principal amount, if any, of the Securities of
          such Holder that remain subject to the Purchase Notice delivered by
          such Holder in accordance with this SECTION 3.02, which amount must be
          $1,000 or an integral multiple thereof;

               (xii) the Conversion Rate and any adjustments to the Conversion
          Rate that will result from such Fundamental Change;

                                      -19-

               (xiii) that Securities with respect to which a Purchase Notice is
          given by a Holder may be converted pursuant to ARTICLE X, if otherwise
          convertible in accordance with ARTICLE X, only if such Purchase Notice
          has been withdrawn in accordance with this SECTION 3.02 or if there
          shall be a Default in the payment of the Fundamental Change Repurchase
          Price or in the accrued and unpaid interest, if any, payable as herein
          provided upon Repurchase Upon Fundamental Change; and

               (xiv) the CUSIP number or numbers, as the case may be, of the
          Securities.

          At the Company's request, upon reasonable prior written notice, the
Trustee shall mail such Fundamental Change Notice in the Company's name and at
the Company's expense; provided, however, that the form and content of such
Fundamental Change Notice shall be prepared by the Company.

          No failure of the Company to give a Fundamental Change Notice shall
limit any Holder's right pursuant hereto to exercise a Fundamental Change
Repurchase Right.

          (C) Subject to the provisions of this SECTION 3.02, the Company shall
pay, or cause to be paid, the Fundamental Change Repurchase Price, plus accrued
and unpaid interest, if any, to, but excluding, the Fundamental Change
Repurchase Date, with respect to each Security as to which the Fundamental
Change Repurchase Right shall have been exercised to the Holder thereof as
promptly as practicable, but in no event later than the third (3rd) Business Day
after the later of the Fundamental Change Repurchase Date and the time such
Security is surrendered to the Paying Agent; provided, however, that if such
Fundamental Change Repurchase Date is after a record date for the payment of an
installment of interest and on or before the related interest payment date, then
the accrued and unpaid interest, if any, to, but excluding, such interest
payment date will be paid on such interest payment date to the Holder of record
of such Security at the close of business on such record date, and the Holder
surrendering such Security for repurchase will not be entitled to any such
accrued and unpaid interest unless such Holder was also the Holder of record of
such Security at the close of business on such record date.

          (D) Prior to 10:00 A.M., New York City time on a Fundamental Change
Repurchase Date, the Company shall deposit with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust in
accordance with SECTION 2.04) money, in funds immediately available on the
Fundamental Change Repurchase Date, sufficient to pay the consideration payable
as herein provided upon Repurchase Upon Fundamental Change for all of the
Securities that are to be repurchased by the Company on such Fundamental Change
Repurchase Date pursuant to a Repurchase Upon Fundamental Change. The Paying
Agent shall return to the Company, as soon as practicable, any money not
required for that purpose.

          (E) Once the Fundamental Change Notice and the Purchase Notice have
been duly given in accordance with this SECTION 3.02, the Securities to be
repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the
Fundamental Change Repurchase Date, become due and payable in accordance
herewith, and, on and after such date (unless there shall be a Default in the
payment of the consideration payable as herein provided upon Repurchase Upon
Fundamental Change), except as otherwise provided herein with respect to a
Fundamental Change Repurchase Date that is after a record date for the payment
of an installment of interest

                                      -20-

and on or before the related interest payment date, such Securities shall cease
to bear interest, and all rights of the Holders of such Securities shall
terminate, other than the right to receive, in accordance herewith, such
consideration.

          (F) Securities with respect to which a Purchase Notice has been duly
delivered in accordance with this SECTION 3.02 may be converted pursuant to
ARTICLE X, if otherwise convertible in accordance with ARTICLE X, only if such
Purchase Notice has been withdrawn in accordance with this SECTION 3.02 or if
there shall be a Default in the payment of the consideration payable as herein
provided upon Repurchase Upon Fundamental Change.

          (G) If any Security shall not be paid upon surrender thereof for
Repurchase Upon Fundamental Change, the principal of and accrued and unpaid
interest on, such Security shall, until paid, bear interest, payable in cash, at
the rate borne by such Security on the principal amount of such Security, and
such Security shall continue to be convertible pursuant to ARTICLE X.

          (H) Any Security which is to be submitted for Repurchase Upon
Fundamental Change only in part shall be delivered pursuant to this SECTION 3.02
(with, if the Company or the Securities Agent so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Securities Agent duly executed by, the Holder thereof or its attorney duly
authorized in writing, with a medallion guarantee), and the Company shall
execute, and the Trustee shall, upon receipt of a Company Order, authenticate
and make available for delivery to the Holder of such Security without service
charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, of the same tenor and in aggregate principal amount
equal to the portion of such Security not duly submitted for Repurchase Upon
Fundamental Change.

          (I) Notwithstanding anything herein to the contrary, there shall be no
purchase of any Securities pursuant to this SECTION 3.02 if there has occurred
(prior to, on or after, as the case may be, the giving, by the Holders of such
Securities, of the required Purchase Notice) and is continuing an Event of
Default (other than a Default in the payment of the consideration payable as
herein provided upon Repurchase Upon Fundamental Change or a Default arising
from the Company's failure to provide the applicable Fundamental Change Notice).
The Paying Agent will promptly return to the respective Holders thereof any
Securities held by it during the continuance of an Event of Default (other than
a Default in the payment of such consideration or arising from the Company's
failure to provide the applicable Fundamental Change Notice).

          (J) Notwithstanding anything herein to the contrary, if the option
granted to Holders to require the repurchase of the Securities upon the
occurrence of a Fundamental Change is determined to constitute a tender offer,
the Company shall comply with all applicable tender offer rules under the
Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all
other applicable laws, and will file a Schedule TO or any other schedules
required under the Exchange Act or any other applicable laws.

          (K) As used herein and in the Securities, a "FUNDAMENTAL CHANGE" shall
be deemed to have occurred upon the occurrence of either a "Change in Control"
or a "Termination of Trading."

                                      -21-

               (i) A "CHANGE IN CONTROL" shall be deemed to have occurred at
          such time as:

                    (a) any "person" or "group" (as such terms are used in
               Sections 13(d) and 14(d) of the Exchange Act), other than Dr.
               Zhengrong Shi, is or becomes the "beneficial owner" (as such term
               is used in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of fifty percent (50%) or more of the Voting Shares
               of the Company, or if Dr. Zhengrong Shi or any "group" (as that
               term is used in Section 13(d) and 14(d) of the Exchange Act) of
               which he is a part is or becomes the "beneficial owner" (as that
               term is used in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of 60% or more of the Voting Shares of the Company;
               or

                    (b) there occurs a sale, transfer, lease, conveyance or
               other disposition (other than a Permitted Transfer) of all or
               substantially all of the property or assets of the Company to any
               "person" or "group" (as such terms are used in Sections 13(d) and
               14(d) of the Exchange Act), including any group acting for the
               purpose of acquiring, holding, voting or disposing of securities
               within the meaning of Rule 13d-5(b)(1) under the Exchange Act; or

                    (c) the Company consolidates or amalgamates with, merges
               with or into, or are reconstructed into another person or any
               person consolidates or amalgamates with, or merges with or into,
               or is reconstructed into the Company, unless either:

                         (1) the persons that "beneficially owned" (as such term
                    is used in Rule 13d-3 under the Exchange Act), directly or
                    indirectly, the shares of the Company's Voting Share
                    immediately prior to such transaction, "beneficially own,"
                    directly or indirectly, immediately after such transaction,
                    shares of the surviving or continuing corporation's Voting
                    Share representing at least a majority of the total
                    outstanding voting power of all outstanding classes of the
                    Voting Share of the surviving or continuing corporation in
                    substantially the same proportion as such ownership
                    immediately prior to such transaction; or

                         (2) at least ninety percent (90%) of the consideration
                    (other than cash payments for fractional shares or pursuant
                    to statutory appraisal rights) in such transaction consists
                    of common stock, shares or American depositary shares
                    representing such shares and any associated rights traded on
                    a U.S. national securities exchange (or which will be so
                    traded or quoted when issued or exchanged in connection with
                    such transaction), and, as a result of such transaction, the
                    Securities become convertible solely (except as to any cash
                    in lieu of fractional ADSs due upon conversion) into such
                    common stock, shares or American depositary shares
                    representing such shares, and associated rights (such a
                    transaction that satisfies the conditions set forth in this
                    CLAUSE (2), a "LISTED SHARE BUSINESS COMBINATION"), subject
                    to the full or partial cash settlement of the Company's
                    Conversion Obligation; or

                                      -22-


                    (d) the following persons cease for any reason to constitute
               a majority of the Company's Board of Directors:

                         (1) individuals who on the Issue Date constituted the
                    Company's Board of Directors; and

                         (2) any new directors whose election to the Company's
                    Board of Directors or whose nomination for election by the
                    Company's shareholders was approved by at least a majority
                    of the directors of the Company then still in office either
                    who were directors of the Company on the Issue Date or whose
                    election or nomination for election was previously so
                    approved; or

                    (e) the Company is liquidated, dissolved or wound up or the
               holders of the Company's Share Capital approve any plan or
               proposal for the liquidation, dissolution or winding up of the
               Company.

               (ii) A "TERMINATION OF TRADING" shall be deemed to occur when
          neither the ADSs of the Company (or other securities into which the
          Securities are then convertible) nor the Ordinary Shares represented
          by the ADSs are listed for trading on a U.S. national securities
          exchange.


                                  IV. COVENANTS

     4.01 PAYMENT OF SECURITIES.

          The Company shall pay all amounts due with respect to the Securities
on the dates and in the manner provided in the Securities and this Indenture.
All such amounts shall be considered paid on the date due if the Paying Agent
holds (or, if the Company is acting as Paying Agent, the Company has segregated
and holds in trust in accordance with SECTION 2.04) on that date money
sufficient to pay the amount then due with respect to the Securities (unless
there shall be a Default in the payment of such amounts to the respective
Holder(s)). The Company will pay, in money of the United States that at the time
of payment is legal tender for payment of public and private debts, all amounts
due in cash with respect to the Securities, which amounts shall be paid (A) in
the case of a Security that is in global form, by wire transfer of immediately
available funds to the account designated by the Depositary or its nominee; (B)
in the case of a Security that is held, other than global form, by a Holder of
more than five million dollars ($5,000,000) in aggregate principal amount of
Securities, by wire transfer of immediately available funds to the account
specified by such Holder or, if such Holder does not specify an account, by
mailing a check to the address of such Holder set forth in the register of the
Registrar; and (C) in the case of a Security that is held, other than global
form, by a Holder of five million dollars ($5,000,000) or less in aggregate
principal amount of Securities, by mailing a check to the address of such Holder
set forth in the register of the Registrar.

          The Company shall pay, in cash, interest on any overdue amount
(including, to the extent permitted by applicable law, overdue interest) at the
rate borne by the Securities.

     4.02 MAINTENANCE OF OFFICE OR AGENCY.

                                      -23-

          The Company will maintain, or cause to be maintained, in the Borough
of Manhattan, the City of New York, an office or agency (which may be an office
of the Securities Agent or an affiliate of the Securities Agent, Registrar or
co-Registrar) where Securities may be surrendered for registration of transfer
or exchange, payment or conversion. The Company will give prompt written notice
to the Trustee and the Securities Agent of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain, or fail to cause to maintain, any such required office or agency or
shall fail to furnish the Trustee and the Securities Agent with the address
thereof; such presentations and surrenders may be made or served at the
applicable Corporate Trust Office of the Securities Agent. The Company will
maintain, or cause to be maintained, in the Borough of Manhattan, the City of
New York, an office or agency where notices and demands to or upon the Company
in respect of the Securities and this Indenture may be served, provided that
such office or agency may instead be at the principal office of the Company
located in the United States.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company will
give prompt written notice to the Trustee and the Securities Agent of any such
designation or rescission and of any change in the location of any such other
office or agency.

          The Company hereby designates the applicable Corporate Trust Office of
the Securities Agent as an agency of the Company in accordance with SECTION
2.03.

     4.03 RULE 144A INFORMATION AND ANNUAL REPORTS.

          (A) At any time when the Company is not subject to, or is in violation
of, Sections 13 or 15(d) of the Exchange Act, the Company shall promptly provide
to the Securities Agent and shall, upon request, provide to any Holder,
beneficial owner or prospective purchaser of Securities or ADSs issued upon
conversion of any Securities, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such
Securities or ADSs pursuant to Rule 144A; provided, however, that the Company
shall not be obligated to provide such information if none of the outstanding
Securities constitute "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act. The Company shall take such further action
as any Holder or beneficial holder of such Securities or ADSs may reasonably
request in writing to the extent required from time to time to enable such
Holder or beneficial holder to sell its Securities or ADSs in accordance with
Rule 144A, as such rule may be amended from time to time.

          (B) The Company shall deliver to the Trustee and the Securities Agent,
no later than the time such report is required to be filed with the SEC pursuant
to the Exchange Act, a copy of each report the Company is required to file with
the SEC pursuant to Section 13 or 15(d) or the Exchange Act; provided, however,
that the Company shall not be required to deliver to the Trustee or the
Securities Agent any material for which the Company has sought and received
confidential treatment by the SEC; provided further, each such report will be
deemed to be so delivered to the Trustee and the Securities Agent if the Company
files such report with the SEC

                                      -24-

through the SEC's EDGAR database no later than the time such report is required
to be filed with the SEC pursuant to the Exchange Act. In the event the Company
is at any time no longer subject to the reporting requirements of Section 13 or
Section 15(d) of the Exchange Act, the Company shall continue to provide the
Trustee and the Securities Agent and each Holder, within thirty (30) calendar
days after the date the Company would have been required to file such reports
with the SEC, annual and quarterly consolidated financial statements
substantially equivalent to financial statements that would have been included
in reports filed with the SEC if the Company were subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act, including, with
respect to annual information only, a report thereon by the Company's certified
independent public accountants as such would be required in such reports filed
with the SEC and, in each case, together with a management's discussion and
analysis of financial condition and results of operations which would be so
required. The Company also shall comply with the other provisions of TIA Section
314(a).

     4.04 COMPLIANCE CERTIFICATE.

          The Company shall deliver to the Trustee, within ninety (90) calendar
days after the end of each fiscal year of the Company, or, if earlier, by the
date the Company is, or would be, required to file with the SEC the Company's
annual report (whether on Form 20-F under the Exchange Act or another
appropriate form) for such fiscal year, a certificate of two (2) or more
Officers as required by TIA Section 314(a)(4), stating whether or not the
signatories to such certificate have actual knowledge of any Default or Event of
Default by the Company in performing any of its obligations under this Indenture
or the Securities (without regard to any period of grace or requirement of
notice hereunder or thereunder). If such signatories do know of any such Default
or Event of Default, then such certificate shall describe the Default or Event
of Default and its status.

     4.05 STAY, EXTENSION AND USURY LAWS.

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (in each case, to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law has been enacted.

     4.06 CORPORATE EXISTENCE.

          Subject to ARTICLE V, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate existence of each of its Subsidiaries, in accordance
with the respective organizational documents of the Company and of each
Subsidiary, and the rights (charter and statutory), licenses and franchises of
the Company and its Subsidiaries; provided, however, that the Company shall not
be required to preserve any such right, license or franchise, or the corporate
existence of any Subsidiary, if in the good faith judgment of the Board of
Directors (i) such preservation or existence is not

                                      -25-

material to the conduct of business of the Company and (ii) the loss of such
right, license or franchise or the dissolution of such Subsidiary does not have
a material adverse impact on the Holders.

     4.07 NOTICE OF DEFAULT.

          Upon the Company becoming aware of the occurrence of any Default or
Event of Default, the Company shall give prompt written notice of such Default
or Event of Default, and any remedial action proposed to be taken, to the
Trustee and the Securities Agent.

     4.08 FURTHER INSTRUMENTS AND ACTS.

          Upon request of the Trustee or the Securities Agent, the Company shall
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purposes of
this Indenture.

     4.09 DELIVERY OF ORDINARY SHARES.

          The Company will deliver to the Custodian (as defined in the Deposit
Agreement) (the "ADS CUSTODIAN"), such Ordinary Shares required for the issuance
of the ADSs by the ADS Depositary upon conversion of the Securities, plus
written delivery instructions (if requested by the ADS Custodian) for such ADSs,
a notice in substantially the form set forth in EXHIBIT A hereto (the
"CONVERSION NOTICE") duly completed and executed by each Holder surrendering
such Securities for conversion certifying its status as an affiliate or
non-affiliate, as the case may be, of the Company within the meaning of Rule 144
and any other information or documentation required by the ADS Depositary or the
ADS Custodian in connection with each deposit of the Ordinary Shares and
issuance and delivery of the ADSs.

     4.10 LISTING OF ADSS

          The Company shall use its best efforts to cause the ADSs issuable upon
conversion of the Securities, other than any ADSs issuable upon the conversion
of Restricted Securities, to be listed on the New York Stock Exchange not later
than, and to maintain such listing after, the earlier of (i) the effective date
of a shelf registration statement registering resales of the Registrable
Securities (as defined in the Registration Rights Agreement), and (ii) the date
that is six (6) months after the Issue Date.


                                  V. SUCCESSORS

     5.01 WHEN COMPANY MAY MERGE, ETC.

          The Company shall not consolidate or amalgamate with, or merge with or
into or reconstruct into or enter into other similar arrangements with, or sell,
transfer, lease, convey or otherwise dispose of all or substantially all of the
property or assets of the Company to, another person, whether in a single
transaction or series of related transactions, unless (i) such other person is a
corporation organized and existing under the laws of the Cayman Islands, the
British Virgin Islands, Bermuda, Hong Kong, the United States, any State thereof
or the District of Columbia; (ii) such person assumes by supplemental indenture
all the obligations of the

                                      -26-

Company under the Securities and this Indenture; and (iii) immediately after
giving effect to such transaction or series of transactions, no Default or Event
of Default shall exist.

          The Company shall deliver to the Trustee and the Securities Agent
prior to the consummation of the proposed transaction an Officer's Certificate
to the foregoing effect and an Opinion of Counsel (which may rely upon such
Officer's Certificate as to the absence of Defaults and Events of Default)
stating that the proposed transaction and such supplemental indenture will, upon
consummation of the proposed transaction, comply with this Indenture.

     5.02 SUCCESSOR SUBSTITUTED.

          Upon any consolidation, amalgamation, merger, reconstruction or any
sale, transfer, lease, conveyance or other disposition of all or substantially
all of the property or assets of the Company, the successor person formed by
such consolidation or into which the Company is merged or to which such sale,
transfer, lease, conveyance or other disposition is made shall succeed to, and,
except in the case of a lease, be substituted for, and may exercise every right
and power of, and shall assume every duty and obligation of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein. When the successor assumes all obligations of the Company
hereunder, except in the case of a lease, all obligations of the predecessor
shall terminate.


                            VI. DEFAULTS AND REMEDIES

     6.01 EVENTS OF DEFAULT.

          An "EVENT OF DEFAULT" occurs if:

               (i) the Company fails to pay the principal of, or premium, if
          any, on, any Security when the same becomes due and payable, whether
          at maturity, on a Fundamental Change Repurchase Date with respect to a
          Repurchase Upon Fundamental Change or otherwise;

               (ii) the Company fails to pay an installment of interest or
          additional interest on any Security when due, if such failure
          continues for thirty (30) days after the date when due;

               (iii) the Company fails to satisfy its conversion obligations
          upon exercise of a Holder's conversion rights pursuant hereto;

               (iv) the Company fails to timely provide a Fundamental Change
          Notice, as required by the provisions of this Indenture, or fails to
          timely provide any notice pursuant to, and in accordance with, SECTION
          10.14(D);

               (v) the Company fails to comply with any other term, covenant or
          agreement set forth in the Securities or this Indenture and such
          failure continues for the period, and after the notice, specified
          below;

                                      -27-


               (vi) the Company or any of its Subsidiaries defaults in the
          payment when due, after the expiration of any applicable grace period,
          of principal of, or premium, if any, or interest on, Indebtedness for
          money borrowed, in the aggregate principal amount then outstanding of
          thirty million dollars ($30,000,000) or more, or the acceleration of
          Indebtedness of the Company or any of its Subsidiaries for money
          borrowed in such aggregate principal amount or more so that it becomes
          due and payable prior to the date on which it would otherwise become
          due and payable and such default is not cured or waived, or such
          acceleration is not rescinded, within sixty (60) days after notice to
          the Company by the Trustee or to the Company and the Trustee by
          Holders of at least twenty five percent (25%) in the aggregate
          principal amount of the Securities then outstanding, each in
          accordance with this Indenture;

               (vii) the Company or any of its Subsidiaries fails, within sixty
          (60) days, to pay, bond or otherwise discharge any judgments or orders
          for the payment of money the total uninsured amount of which for the
          Company or any of its Subsidiaries exceeds fifty million dollars
          ($50,000,000), which are not stayed on appeal;

               (viii) the Company or any of its Significant Subsidiaries or any
          group of Subsidiaries that in the aggregate would constitute a
          Significant Subsidiary of the Company, pursuant to, or within the
          meaning of, any Bankruptcy Law, insolvency law, or other similar law
          now or hereafter in effect or otherwise, either:

                    (A) commences a voluntary case,

                    (B) consents to the entry of an order for relief against it
               in an involuntary case,

                    (C) consents to the appointment of a Custodian of it or for
               all or substantially all of its property, or

                    (D) makes a general assignment for the benefit of its
               creditors; or

               (ix) a court of competent jurisdiction enters an order or decree
          under any Bankruptcy Law that:

                    (A) is for relief against the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that in the
               aggregate would constitute a Significant Subsidiary of the
               Company in an involuntary case or proceeding, or adjudicates the
               Company or any of its Significant Subsidiaries or any group of
               Subsidiaries that in the aggregate would constitute a Significant
               Subsidiary of the Company insolvent or bankrupt,

                    (B) appoints a Custodian of the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that in the
               aggregate would constitute a Significant Subsidiary of the
               Company for all or substantially all of the property of the
               Company or any such Significant Subsidiary or any group of
               Subsidiaries that in the aggregate would constitute a Significant
               Subsidiary of the Company, as the case may be, or

                                      -28-


                    (C) orders the winding up or liquidation of the Company or
               any of its Significant Subsidiaries or any group of Subsidiaries
               that in the aggregate would constitute a Significant Subsidiary
               of the Company,

          and, in the case of each of the foregoing clauses (A), (B) and (C) of
          this SECTION 6.01(ix), the order or decree remains unstayed and in
          effect for at least ninety (90) consecutive days.

          The term "BANKRUPTCY LAW" means the bankruptcy laws of the respective
jurisdictions of incorporation of the Company and the Significant Subsidiaries
for the relief of debtors. The term "CUSTODIAN" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

          A Default under CLAUSE (v) above is not an Event of Default until (I)
the Trustee notifies the Company, or the Holders of at least twenty five percent
(25%) in aggregate principal amount of the Securities then outstanding notify
the Company and the Trustee in writing, of the Default and (II) the Default is
not cured within sixty (60) days after receipt of such notice. Such notice must
specify the Default, demand that it be remedied and state that the notice is a
"NOTICE OF DEFAULT." If the Holders of at least twenty five percent (25%) in
aggregate principal amount of the outstanding Securities request the Trustee to
give such notice on their behalf, the Trustee shall do so. When a Default is
cured, it ceases to exist for all purposes under this Indenture.

     6.02 ACCELERATION.

          If an Event of Default (excluding an Event of Default specified in
SECTION 6.01(viii) or (ix) with respect to the Company (but including an Event
of Default specified in SECTION 6.01(viii) or (ix) solely with respect to a
Significant Subsidiary of the Company or any group of Subsidiaries that in the
aggregate would constitute a Significant Subsidiary of the Company)) occurs and
is continuing, the Trustee by written notice to the Company, or the Holders of
at least twenty five percent (25%) in aggregate principal amount of the
Securities then outstanding by written notice to the Company and the Trustee,
may declare the Securities to be immediately due and payable in full. Upon such
declaration, the principal of, and any accrued and unpaid interest (including
additional interest) on, all Securities shall be due and payable immediately. If
an Event of Default specified in SECTION 6.01(viii) or (ix) with respect to the
Company (excluding, for purposes of this sentence, an Event of Default specified
in SECTION 6.01(viii) or (ix) solely with respect to a Significant Subsidiary of
the Company or any group of Subsidiaries that in the aggregate would constitute
a Significant Subsidiary of the Company) occurs, the principal of, and accrued
and unpaid interest (including any additional interest) on, all the Securities
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority in aggregate principal amount of the Securities then outstanding
by written notice to the Trustee may rescind or annul an acceleration and its
consequences if (A) the rescission would not conflict with any order or decree,
(B) all existing Events of Default, except the nonpayment of principal or
interest (including and additional interest) that has become due solely because
of the acceleration, have been cured or waived and (C) all amounts due to the
Trustee and the Securities Agent under SECTION 7.07 have been paid.

                                      -29-

          Notwithstanding the foregoing, if the Company so selects, the sole
remedy of Holders for an Event of Default relating to any obligation the Company
may have or is deemed to have pursuant to TIA Section 314(a)(1) relating to the
failure of the Company to file any document or report that the Company is
required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act or of the covenant in SECTION 4.03 shall for the first ninety (90) days
after the occurrence of such Event of Default consist exclusively of the right
(the "EXTENSION RIGHT") to receive additional interest on the Securities at an
annual rate equal to 0.25% of the principal amount of the Securities. Any such
additional interest shall be payable in the same manner and on the same dates as
the stated interest payable on the Securities. The additional interest shall
accrue on all outstanding Securities from and including the date on which an
Event of Default relating to a failure to comply with the reporting obligations
in this Indenture first occurs to but not including the ninetieth (90th) day
thereafter (or such earlier date on which such Event of Default shall have been
cured or waived). On such ninetieth (90th) day (or earlier, if such Event of
Default is cured or waived prior to such ninetieth (90th) day), such additional
interest shall cease to accrue and the Securities shall be subject to
acceleration as provided in the preceding paragraph if such Event of Default is
continuing. For the avoidance of doubt, the additional interest shall not begin
to accrue until the Company fails to perform the covenant in SECTION 4.03 for a
period of sixty (60) days after notice of such failure to the Company by the
Trustee or to the trustee and the Company by Holders of at least twenty-five
percent (25%) in aggregate principal amount of the Securities then outstanding
in accordance with this Indenture.

          Notwithstanding the preceding paragraph, if an event of default under
any other series of debt securities of the Company occurs as a result of the
failure of the Company to file any such document or report and such event of
default results in the principal amount of such other debt securities becoming
due and payable, then the Extension Right shall no longer apply and the
Securities shall be subject to acceleration as provided in the first paragraph
of this Section 6.02.

     6.03 OTHER REMEDIES.

          Notwithstanding any other provision of this Indenture, if an Event of
Default occurs and is continuing, and a Responsible Officer of the Trustee has
actual knowledge of such Event of Default, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of amounts due
with respect to the Securities or to enforce the performance of any provision of
the Securities or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies are cumulative.

     6.04 WAIVER OF PAST DEFAULTS.

          Subject to SECTIONS 6.07 and 9.02, the Holders of a majority in
aggregate principal amount of the Securities then outstanding may, by notice to
the Trustee, waive any past Default or Event of Default and its consequences,
other than (A) a Default or Event of Default in the payment of the principal of,
or premium, if any, or interest or additional interest on, any Security, or in
the payment of the Fundamental Change Repurchase Price (or accrued and unpaid
interest,

                                      -30-


if any, payable as herein provided, upon Repurchase Upon Fundamental Change),
(B) a Default or Event of Default arising from a failure by the Company to
convert any Securities in accordance with this Indenture or (C) any Default or
Event of Default in respect of any provision of this Indenture or the Securities
which, under SECTION 9.02, cannot be modified or amended without the consent of
the Holder of each outstanding Security affected. When a Default or an Event of
Default is waived, it is cured and ceases to exist for all purposes under this
Indenture. This SECTION 6.04 shall be in lieu of TIA Section 316(a)(1)(B), and,
as permitted by the TIA, TIA Section 316(a)(l)(B) is hereby expressly excluded
from this Indenture.

     6.05 CONTROL BY MAJORITY.

          The Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, is unduly prejudicial to
the rights of other Holders or would involve the Trustee in personal liability
unless the Trustee is offered indemnity satisfactory to it; provided, that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction. This SECTION 6.05 shall be in lieu of TIA
Section 316(a)(1)(A), and, as permitted by the TIA, TIA Section 316(a)(1)(A) is
hereby expressly excluded from this Indenture.

     6.06 LIMITATION ON SUITS.

          Except as provided in SECTION 6.07, a Securityholder may not institute
any proceeding under this Indenture, or for the appointment of a receiver or a
trustee, or for any other remedy under this Indenture unless:

               (i) the Holder gives to the Trustee written notice of a
          continuing Event of Default;

               (ii) the Holders of at least twenty five percent (25%) in
          aggregate principal amount of the Securities then outstanding make a
          written request to the Trustee to pursue the remedy;

               (iii) such Holder or Holders offer and, if requested, provide to
          the Trustee indemnity reasonably satisfactory to the Trustee against
          any loss, liability or expense to or of the Trustee in connection with
          pursuing such remedy;

               (iv) the Trustee does not comply with the request within sixty
          (60) days after receipt of such notice, request and offer of
          indemnity; and

               (v) during such sixty (60) day period, the Holders of a majority
          in aggregate principal amount of the Securities then outstanding do
          not give the Trustee a direction inconsistent with the request.

          A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

                                      -31-


     6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

          Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of all amounts due with respect to the Securities,
on or after the respective due dates as provided herein, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of the Holder.

          Notwithstanding any other provision of this Indenture, the right of
any Holder to convert the Security in accordance with this Indenture, or to
bring suit for the enforcement of such right, shall not be impaired or affected
without the consent of the Holder.

     6.08 COLLECTION SUIT BY TRUSTEE.

          If an Event of Default specified in SECTION 6.01(i) or (ii) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount due with respect to
the Securities, including any unpaid and accrued interest.

     6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

          The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee, any predecessor Trustee and the Securityholders allowed in any judicial
proceedings relative to the Company or its creditors or properties.

          The Trustee may collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or similar
official in any judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under SECTION 7.07.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     6.10 PRIORITIES.

          If the Trustee collects any money pursuant to this ARTICLE VI, it
shall pay out the money in the following order:

                 
          First:    to the Trustee and the Securities Agent for amounts due
                    under SECTION 7.07;

          Second:   to Securityholders for all amounts due and unpaid on the
                    Securities, without preference or priority of any kind,
                    according to the amounts



                                      -32-


                 
                    due and payable on the Securities; and

          Third:    the balance, if any, to the Company.



          The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment by it to Securityholders pursuant
to this SECTION 6.10. At least fifteen (15) days before each such record date,
the Trustee shall mail to each Holder and the Company a written notice that
states such record date and payment date and the amount of such payment.

     6.11 UNDERTAKING FOR COSTS.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit other than the Trustee of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This SECTION 6.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to SECTION 6.07 or a suit by Holders of more than ten
percent (10%) in aggregate principal amount of the outstanding Securities.


                        VII. TRUSTEE AND SECURITIES AGENT

     7.01 DUTIES OF TRUSTEE AND THE SECURITIES AGENT.

          (A) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

          (B) The Trustee, except during the continuance of an Event of Default,
and the Securities Agent:

               (i) need perform only those duties that are specifically set
          forth in this Indenture, and no implied covenants or obligations shall
          be read into this Indenture against the Trustee or the Securities
          Agent; and

               (ii) in the absence of bad faith, willful misconduct or
          negligence on its part, may conclusively rely, as to the truth of the
          statements and the correctness of the opinions expressed therein, upon
          certificates or opinions furnished to the Trustee or the Securities
          Agent, as the case may be, and conforming to the requirements of this
          Indenture; but in the case of any such certificates or opinions which
          by any provision hereof are specifically required to be furnished to
          the Trustee or the Securities Agent, the Trustee or the Securities
          Agent, as the case may be, shall examine the certificates and opinions
          to determine whether or not they conform to the requirements of this
          Indenture (but need not confirm or investigate the accuracy of
          mathematical calculations or other facts stated therein).

                                      -33-


          (C) Neither the Trustee nor the Securities Agent may be relieved from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that:

               (i) neither the Trustee nor the Securities Agent shall be liable
          for any error of judgment made in good faith by a Responsible Officer
          thereof, unless it is conclusively determined by a court of competent
          jurisdiction that the Trustee or the Securities Agent, as the case may
          be, was negligent in ascertaining the pertinent facts; and

               (ii) the Trustee shall be not liable with respect to any action
          it takes or omits to take in good faith in accordance with a direction
          received by it pursuant to SECTION 6.05.

          (D) Every provision of this Indenture that in any way relates to the
Trustee or the Securities Agent is subject to the provisions of this SECTION
7.01.

          (E) Neither the Trustee nor the Securities Agent shall be liable for
interest on any money received by it except as the Trustee or the Securities
Agent, as the case may be, may agree in writing with the Company. Money held in
trust by the Trustee or the Securities Agent shall be segregated from other
funds as directed in writing by the Company or as required by law and shall be
invested by the Trustee or the Securities Agent, as applicable, pursuant to the
written instructions of the Company reasonably satisfactory to the Trustee or
the Securities Agent, as applicable.

     7.02 RIGHTS OF TRUSTEE AND THE SECURITIES AGENT.

          (A) Subject to SECTION 7.01, each of the Trustee and the Securities
Agent may conclusively rely on any document believed by it to be genuine and to
have been signed or presented by the proper person. Neither the Trustee nor the
Securities Agent need investigate any fact or matter stated in the document; if,
however, the Trustee or the Securities Agent shall determine to make such
further inquiry or investigation, it shall be entitled during normal business
hours of the Company to examine the relevant books, records and premises of the
Company, personally or by agent or attorney upon reasonable prior notice.

          (B) Before the Trustee or the Securities Agent acts or refrains from
acting, it may require an Officer's Certificate and/or an Opinion of Counsel.
Neither the Trustee nor the Securities Agent shall be liable for any action it
takes or omits to take in good faith in reliance on such Officer's Certificate
or Opinion of Counsel. No such Officer's Certificate or Opinion of Counsel shall
be at the expense of the Trustee or the Securities Agent.

          (C) Any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution.

          (D) Each of the Trustee and the Securities Agent may consult with
counsel, and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.

                                      -34-


          (E) Each of the Trustee and the Securities Agent may act through
agents or attorneys, and neither the Trustee nor the Securities Agent shall be
responsible for the misconduct or negligence of any agent or attorney appointed
with due care.

          (F) Neither the Trustee nor the Securities Agent shall be liable for
any action it takes, suffers or omits to take in good faith, which it believes
to be authorized or within its discretion, rights or powers conferred upon it by
this Indenture.

          (G) Neither the Trustee nor the Securities Agent shall have any duty
to inquire as to the performance of the Company with respect to the covenants
contained in ARTICLE IV. In addition, neither the Trustee nor the Securities
Agent shall be deemed to have knowledge of a Default, Event of Default,
Fundamental Change or Make-Whole Fundamental Change except (i) with respect to
the Trustee, any Default or Event of Default occurring pursuant to SECTIONS
6.01(i) or 6.01(ii) or (ii) any Default, Event of Default, Fundamental Change,
Make-Whole Fundamental Change of which a Responsible Officer of the Trustee or
the Securities Agent, as the case may be, shall have received written
notification from a Securityholder or the Company of the circumstances
constituting the same and stating so in such written notifications, or obtained
actual knowledge. Except as otherwise provided herein, the Trustee and the
Securities Agent may, in the absence of such actual knowledge or receipt of such
written notification, conclusively assume that there is no Default, Event of
Default, Fundamental Change or Make-Whole Fundamental Change. Delivery of
reports, information and documents to the Trustee or the Securities Agent under
ARTICLE IV (other than SECTIONS 4.04 and 4.07) is for informational purposes
only and the receipt by the Trustee or the Securities Agent of the foregoing
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which each of the Trustee
and the Securities Agent is entitled to rely on Officer's Certificates).

          (H) Subject to SECTION 7.01(A), neither the Trustee nor the Securities
Agent shall be under any obligation to exercise any of the rights or powers
vested by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture unless such Holders shall have offered to the Trustee
or the Securities Agent, as applicable, security or indemnity reasonably
satisfactory to the Trustee or the Securities Agent, as applicable, against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction.

          (I) The rights, privileges, protections, immunities and benefits given
to the Trustee and the Securities Agent, including without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee or
the Securities Agent, as applicable, in each of its capacities hereunder, and
each agent, custodian and other person employed to act hereunder.

          (J) The Trustee or the Securities Agent may request that the Company
deliver an Officer's Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to
this Indenture, which Officer's Certificate may be signed by any person
authorized to sign an Officer's Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.

                                      -35-


          (K) Neither the Trustee nor the Securities Agent shall be required to
expend or risk its own funds or otherwise incur financial liability for the
performance of any of its duties hereunder or the exercise of any of its rights
or powers if there is reasonable ground for believing that the repayment of such
funds or reasonably adequate indemnity against such risk or liability is not
assured to it.

          (L) Neither the Trustee nor the Securities Agent shall have any duty
(i) to see to any recording, filing or depositing of this Indenture or any
Indenture referred to herein or any financing statement or continuation
statement evidencing a security interest, or to see to the maintenance of any
such recording or filing or depositing or to any rerecording, refiling or
redepositing of any thereof or (ii) to see to any insurance.

          (M) The rights of the Trustee and the Securities Agent to perform any
discretionary act enumerated in this Indenture shall not be construed as a duty,
and neither the Trustee nor the Securities Agent shall be answerable other than
for its negligence or willful misconduct in the performance of such act.

          (N) Neither the Trustee nor the Securities Agent shall be required to
give any bond or surety in respect of the execution of the powers granted
hereunder.

     7.03 INDIVIDUAL RIGHTS OF TRUSTEE AND THE SECURITIES AGENT.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any of
its Affiliates with the same rights the Trustee would have if it were not
Trustee. Any Securities Agent may do the same with like rights. The Trustee,
however, must comply with SECTIONS 7.10 and 7.11.

     7.04 DISCLAIMER OF THE TRUSTEE AND THE SECURITIES AGENT.

          Neither the Trustee nor the Securities Agent makes any representation
as to the validity or adequacy of this Indenture or the Securities; neither the
Trustee nor the Securities Agent shall be accountable for the Company's use of
the proceeds from the Securities; the Trustee shall not be responsible for any
statement in the Securities other than its certificate of authentication; and no
representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Trustee as to the accuracy or
completeness of the information included or incorporated by reference in the
offering memorandum or any other information supplied in connection with the
Securities.

     7.05 NOTICE OF DEFAULTS.

          If a Default or Event of Default occurs and is continuing as to which
the Trustee has received notice pursuant to the provisions of this Indenture, or
as to which a Responsible Officer of the Trustee shall have actual knowledge,
then the Trustee shall mail to each Holder a notice of the Default or Event of
Default within thirty (30) days after receipt of such notice or after acquiring
such knowledge, as applicable, unless such Default or Event of Default has been
cured or waived; provided, however, that, except in the case of a Default or
Event of Default in payment of any amounts due with respect to any Security, the
Trustee may withhold such notice

                                      -36-


if, and so long as it in good faith determines that, withholding such notice is
in the best interests of Holders.

     7.06 REPORTS BY TRUSTEE TO HOLDERS.

          Within sixty (60) days after each May 15, beginning with May 15, 2008,
the Trustee shall mail to each Securityholder if required by TIA Section 313(a)
a brief report dated as of such May 15 that complies with TIA Section 313(c). In
such event, the Trustee also shall comply with TIA Section 313(b).

          A copy of each report at the time of its mailing to Securityholders
shall be mailed by first class mail to the Company and filed by the Trustee with
the SEC and each stock exchange, if any, on which the Securities are listed. The
Company shall promptly notify the Trustee of the listing or delisting of the
Securities on or from any stock exchange.

     7.07 COMPENSATION AND INDEMNITY.

          The Company shall pay to the Trustee and the Securities Agent from
time to time such compensation for their services as shall be agreed upon in
writing. Neither the Trustee's nor the Securities Agent's compensation shall be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee and the Securities Agent upon request for all
reasonable out-of-pocket expenses incurred by them pursuant to, and in
accordance with, any provision hereof. Such expenses shall include the
reasonable compensation and out-of-pocket expenses of the agents and counsel of
the Trustee and the Securities Agent.

          The Company shall indemnify each of the Trustee and the Securities
Agent against any and all loss, liability, damage, claim or expense (including
the reasonable fees and expenses of counsel and taxes other than franchise taxes
and taxes based upon, measured by or determined by the income of the Trustee or
the Securities Agent) incurred by it in connection with the acceptance or
administration of this trust and the performance of its duties hereunder,
including the reasonable costs and expenses of defending itself against any
claim (whether asserted by the Company, any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers
and duties hereunder. The Company need not pay any settlement made without its
consent, which consent shall not be unreasonably withheld or delayed. Each of
the Trustee and the Securities Agent shall notify the Company promptly of any
claim for which it may seek indemnification. Failure by the Trustee and/or the
Securities Agent to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee or the Securities Agent
through the negligence, bad faith or willful misconduct of the Trustee or the
Securities Agent as the case may be and as determined by a court of competent
jurisdiction in a final decision.

          Notwithstanding anything herein to the contrary, to the extent
permitted by the TIA, in no event shall the Trustee or the Securities Agent be
liable for special, indirect or consequential losses or damages of any kind
whatsoever (including, without limitation, lost profits), even if the Trustee or
the Securities Agent, as applicable, has been advised of the likelihood of such
losses or damages and regardless of the form of action.

                                      -37-


          To secure the Company's payment obligations in this SECTION 7.07, the
Trustee and the Securities Agent shall have a lien prior to the Securities on
all money or property held or collected by the Trustee or the Securities Agent,
except that held in trust to pay amounts due on particular Securities.

          The indemnity obligations of the Company with respect to the Trustee
and the Securities Agent provided for in this SECTION 7.07 shall survive any
resignation or removal of the Trustee or the Securities Agent, as applicable.

          When the Trustee or the Securities Agent incurs expenses or renders
services after an Event of Default specified in SECTION 6.01(viii) or (ix)
occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.

     7.08 REPLACEMENT OF TRUSTEE OR THE SECURITIES AGENT.

          A resignation or removal of the Trustee or the Securities Agent and
appointment of a successor Trustee or successor Securities Agent shall become
effective only upon such successor's acceptance of appointment as provided in
this SECTION 7.08.

          Each of the Trustee and the Securities Agent may resign by so
notifying the Company in writing thirty (30) Business Days prior to such
resignation. The Holders of a majority in aggregate principal amount of the
Securities then outstanding may remove the Trustee or the Securities Agent by so
notifying the Trustee or the Securities Agent, as applicable, and the Company in
writing and may appoint a successor Trustee or successor Securities Agent with
the Company's consent. The Company may remove the Trustee or the Securities
Agent if:

               (i) the Trustee or the Securities Agent, as applicable, fails to
          comply with SECTION 7.10; or

               (ii) the Trustee or the Securities Agent, as applicable, is
          adjudged a bankrupt or an insolvent; or

               (iii) a receiver or other public officer takes charge of the
          Trustee or the Securities Agent, as applicable, or its property; or

               (iv) the Trustee or the Securities Agent, as applicable, becomes
          incapable of acting.

          If the Trustee or the Securities Agent resigns or is removed or if a
vacancy exists in the office of Trustee or of the Securities Agent for any
reason, the Company shall promptly appoint a successor Trustee or Securities
Agent, as the case may be.

          If a successor Trustee or successor Securities Agent, as applicable,
does not take office within thirty (30) days after the retiring Trustee or
retiring Securities Agent, as applicable, resigns or is removed, the retiring
Trustee or retiring Securities Agent, as applicable, may, at the Company's
expense, and the Company or the Holders of at least ten percent (10%) in
aggregate

                                      -38-


principal amount of the outstanding Securities may, petition any court of
competent jurisdiction for the appointment of a successor Trustee or successor
Securities Agent, as applicable.

          If the Trustee or the Securities Agent fails to comply with SECTION
7.10, the Company or any Holder may petition any court of competent jurisdiction
for the removal of the Trustee or the Securities Agent, as applicable, and the
appointment of a successor Trustee or successor Securities Agent, as applicable.

          Each successor Trustee or successor Securities Agent shall deliver a
written acceptance of its appointment to the retiring Trustee or retiring
Securities Agent, as applicable, and to the Company. Thereupon, the resignation
or removal of the retiring Trustee or the retiring Securities Agent, as
applicable, shall become effective, and the successor Trustee or successor
Securities Agent, as applicable, shall have all the rights, powers and duties of
the Trustee or the Securities Agent, as applicable, under this Indenture. The
successor Trustee or successor Securities Agent, as applicable, shall mail a
notice of its succession to Securityholders. The retiring Trustee or retiring
Securities Agent, as applicable, shall promptly transfer all property held by it
as Trustee or Securities Agent, as applicable, to the successor Trustee or
successor Securities Agent, as applicable, subject to the lien provided for in
SECTION 7.07. Notwithstanding any replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 hereof shall continue
for the benefit of the retiring Trustee.

     7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

          If the Trustee or the Securities Agent consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee or successor Securities Agent, as applicable,
if such successor corporation is otherwise eligible hereunder.

     7.10 ELIGIBILITY; DISQUALIFICATION.

          There shall at all times be a Trustee and a Securities Agent
hereunder, each of which (A) is an entity organized and doing business under the
laws of the United States of America or of any state thereof, (B) is authorized
under such laws to exercise corporate trustee power, (C) is subject to
supervision or examination by federal or state authorities and (D) has a
combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b). Nothing in this Indenture shall prevent the Trustee from filing
with the SEC the application referred to in the penultimate paragraph of TIA
Section 310(b).

     7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.


                          VIII. DISCHARGE OF INDENTURE

                                      -39-


     8.01 TERMINATION OF THE OBLIGATIONS OF THE COMPANY.

          This Indenture shall cease to be of further effect if (a) either (i)
all outstanding Securities (other than Securities replaced pursuant to SECTION
2.07 hereof) have been delivered to the Securities Agent for cancellation or
(ii) all outstanding Securities have become due and payable at their scheduled
maturity or upon Repurchase Upon Fundamental Change, and in either case the
Company irrevocably deposits, prior to the applicable due date, with the Paying
Agent (if the Paying Agent is not the Company or any of its Affiliates) cash
sufficient to pay all amounts due and owing on all outstanding Securities (other
than Securities replaced pursuant to SECTION 2.07 hereof) on the Maturity Date
or Fundamental Change Repurchase Date, as the case may be; (b) the Company pays
to the Trustee and the Securities Agent all other sums payable hereunder by the
Company; (c) no Default or Event of Default with respect to the Securities shall
exist on the date of such deposit; (d) such deposit will not result in a breach
or violation of, or constitute a Default or Event of Default under, this
Indenture; and (e) the Company has delivered to the Trustee and the Securities
Agent an Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for herein relating to the satisfaction and
discharge of this Indenture have been complied with; provided, however, that
SECTIONS 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.15, 2.16, 2.17, 3.02, 4.01,
4.02, 4.05, 7.07 and 7.08 and ARTICLES VIII and X shall survive any discharge of
this Indenture until such time as the Securities have been paid in full and
there are no Securities outstanding.

     8.02 APPLICATION OF TRUST MONEY.

          The Trustee or Paying Agent, as applicable, shall hold in trust all
money deposited with it pursuant to SECTION 8.01 and shall apply such deposited
money through the Paying Agent and in accordance with this Indenture to the
payment of amounts due on the Securities.

     8.03 REPAYMENT TO COMPANY.

          The Trustee and the Paying Agent shall promptly notify the Company of,
and pay to the Company upon the request of the Company, any excess money held by
them at any time. The Trustee or the Paying Agent, as the case may be, shall
provide written notice to the Company of any money that has been held by it and
has, for a period of two (2) years, remained unclaimed for the payment of the
principal of, or any accrued and unpaid interest on, the Securities. The Trustee
and the Paying Agent shall pay to the Company upon the written request of the
Company any money held by them for the payment of the principal of, premium, if
any, or any accrued and unpaid interest or additional interest on, the
Securities that remains unclaimed for two (2) years; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may, at the expense of the Company, cause to be published (in no event later
than five (5) days after the Company's written request for repayment) once in a
newspaper of general circulation in the City of New York or cause to be mailed
to each Holder, notice stating that such money remains unclaimed and that, after
a date specified therein, which shall not be less than thirty (30) days from the
date of such publication or mailing, any unclaimed balance of such money then
remaining will be repaid to the Company. After payment to the Company,
Securityholders entitled to the money must look to the Company for payment as
general creditors, subject to applicable law, and all liability of the Trustee
and the Paying Agent with respect to such money and payment shall, subject to
applicable law, cease.

                                      -40-


     8.04 REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any money in
accordance with SECTIONS 8.01 and 8.02 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the
obligations of the Company under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to SECTIONS
8.01 and 8.02 until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with SECTIONS 8.01 and 8.02; provided,
however, that if the Company has made any payment of amounts due with respect to
any Securities because of the reinstatement of its obligations, then the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or Paying Agent.


                                 IX. AMENDMENTS

     9.01 WITHOUT CONSENT OF HOLDERS.

          The Company may amend or supplement this Indenture or the Securities
without notice to or the consent of any Securityholder:

               (i) to comply with SECTIONS 5.01 and 10.11;

               (ii) to provide for the issuance of additional Securities
          pursuant to any exercise by the Initial Purchasers of their option to
          cover over-allotments, if any;

               (iii) to make any changes or modifications to this Indenture
          necessary in connection with the registration of the public offer and
          sale of the Securities under the Securities Act pursuant to the
          Registration Rights Agreement or the qualification of this Indenture
          under the TIA;

               (iv) to evidence and provide the acceptance to the appointment of
          a successor Trustee under this Indenture;

               (v) to secure the obligations of the Company in respect of the
          Securities;

               (vi) to add to the covenants of the Company described in this
          Indenture for the benefit of Securityholders or to surrender any right
          or power conferred upon the Company;

               (vii) to make provisions with respect to adjustments to the
          Conversion Rate as required by this Indenture or to increase the
          Conversion Rate in accordance with this Indenture; and

               (viii) to make any changes of a formal, minor or technical nature
          or necessary to correct a manifest error or to comply with mandatory
          provisions of applicable law as evidenced by an Opinion of Counsel as
          long as such change does not adversely affect the rights of the
          Holders of the Securities in any material respect.

                                      -41-


          In addition, the Company, the Trustee and the Securities Agent may
enter into a supplemental indenture without the consent of Holders of the
Securities to cure any ambiguity, defect, omission or inconsistency in this
Indenture in a manner that does not, individually or in the aggregate with all
other modifications made or to be made to the Indenture, adversely affect the
rights of any Holder in any material respect.

     9.02 WITH CONSENT OF HOLDERS.

          The Company may amend or supplement this Indenture or the Securities
with the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Securities. Subject to SECTIONS 6.04 and
6.07, the Holders of a majority in aggregate principal amount of the outstanding
Securities may, by notice to the Trustee, waive compliance by the Company with
any provision of this Indenture or the Securities without notice to any other
Securityholder. Notwithstanding anything herein to the contrary, without the
consent of each Holder of each outstanding Security affected, an amendment,
supplement or waiver, including a waiver pursuant to SECTION 6.04, may not:

               (i) change the stated maturity of the principal of, or the
          payment date of any installment of interest or additional interest on
          any Security;

               (ii) reduce the principal amount of, or any premium, interest or
          additional interest on, any Security;

               (iii) change the place, manner or currency of payment of
          principal of, or any premium, interest or additional interest on, any
          Security;

               (iv) impair the right to institute suit for the enforcement of
          any payment on, or with respect to, or of the conversion of, any
          Security;

               (v) modify, in a manner adverse to Holders, the provisions with
          respect to the right of Holders pursuant to ARTICLE III to require the
          Company to repurchase Securities upon the occurrence of a Fundamental
          Change;

               (vi) modify the provisions of SECTION 2.18 in a manner adverse to
          Holders;

               (vii) adversely affect the right of Holders to convert Securities
          in accordance with ARTICLE X;

               (viii) reduce the percentage of the aggregate principal amount of
          the outstanding Securities whose Holders must consent to a
          modification to or amendment of any provision of this Indenture or the
          Securities;

               (ix) reduce the percentage of the aggregate principal amount of
          the outstanding Securities whose Holders must consent to a waiver of
          compliance with any provision of this indenture or the Securities or a
          waiver of any Default or Event of Default; or

               (x) modify the provisions of this Indenture with respect to
          modification and waiver (including waiver of a Default or an Event of
          Default), except to increase the

                                      -42-


          percentage required for modification or waiver or to provide for
          consent of each affected Holder.

          Promptly after an amendment, supplement or waiver under SECTION 9.01
or this SECTION 9.02 becomes effective, the Company shall mail, or cause to be
mailed, to Securityholders a notice briefly describing such amendment,
supplement or waiver. Any failure of the Company to mail such notice shall not
in any way impair or affect the validity of such amendment, supplement or
waiver.

          It shall not be necessary for the consent of the Holders under this
SECTION 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

     9.03 COMPLIANCE WITH TRUST INDENTURE ACT.

          Every amendment, waiver or supplement to this Indenture or the
Securities shall comply with the TIA as then in effect.

     9.04 REVOCATION AND EFFECT OF CONSENTS.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to its Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

          After an amendment, supplement or waiver becomes effective with
respect to the Securities, it shall bind every Holder unless such amendment,
supplement or waiver makes a change that requires, pursuant to SECTION 9.02, the
consent of each Holder affected. In that case, the amendment, supplement or
waiver shall bind each Holder of a Security who has consented to it and,
provided that notice of such amendment, supplement or waiver is reflected on a
Security that evidences the same debt as the consenting Holder's Security, every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

          Nothing in this SECTION 9.04 shall impair the Company's rights
pursuant Section 9.01 to amend this Indenture or the Securities without the
consent of any Securityholder in the manner set forth in, and permitted by, such
SECTION 9.01.

     9.05 NOTATION ON OR EXCHANGE OF SECURITIES.

          If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security as directed and
prepared by the Company about the changed terms and return it to the Holder.
Alternatively, if the Company so determines, the Company in

                                      -43-


exchange for the Security shall issue and the Trustee shall, upon receipt of a
Company Order, authenticate a new Security that reflects the changed terms.

     9.06 TRUSTEE AND SECURITIES AGENT PROTECTED.

          The Trustee and the Securities Agent shall sign any amendment,
supplemental indenture or waiver authorized pursuant to this ARTICLE IX;
provided, however, that neither the Trustee nor the Securities Agent need sign
any amendment, supplement or waiver authorized pursuant to this ARTICLE IX that
adversely affects the rights, duties, liabilities or immunities of the Trustee
or the Securities Agent, as applicable. Each of the Trustee and the Securities
Agent shall be entitled to receive and conclusively rely upon an Opinion of
Counsel as to legal matters and an Officer's Certificate as to factual matters
that any supplemental indenture, amendment or waiver is permitted or authorized
pursuant to this Indenture.

     9.07 EFFECT OF SUPPLEMENTAL INDENTURES.

          Upon the due execution and delivery of any supplemental indenture in
accordance with this ARTICLE IX, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes, and, except as set forth in SECTIONS 9.02 and 9.04, every
Holder of Securities shall be bound thereby.


                                  X. CONVERSION

     10.01 CONVERSION PRIVILEGE; RESTRICTIVE LEGENDS.

          (A) Subject to the provisions of ARTICLE III the Securities shall be
convertible into cash, ADSs or a combination of cash and ADSs in accordance with
this ARTICLE X and as set forth below if any of the following conditions are
satisfied:

               (i) Conversion Based on Closing Sale Price of ADSs. The
          Securities may be surrendered for conversion into cash, ADSs or a
          combination of cash and ADSs on any Business Day of a calendar quarter
          after the calendar quarter ending June 30, 2008, if the Closing Sale
          Price for each of twenty (20) or more Trading Days in a period of
          thirty (30) consecutive Trading Days ending on the last Trading Day of
          the immediately preceding calendar quarter exceeds one hundred percent
          (100%) of the Conversion Price of the Securities in effect on the last
          Trading Day of the immediately preceding calendar quarter. Solely for
          purposes of determining whether the Securities shall have become
          convertible pursuant to this SECTION 10.01(A)(i), the Board of
          Directors shall, in its good faith determination, which shall be
          described in a Board Resolution, make appropriate adjustments to the
          Closing Sale Prices and/or such Conversion Price used to determine
          whether the Securities shall have become convertible pursuant to this
          SECTION 10.01(A)(i) to account for any adjustments to the Conversion
          Rate which shall have become effective, or any event requiring an
          adjustment to the Conversion Rate where the Ex Date of such event
          occurs, during the period of thirty (30) consecutive Trading Days
          ending on the last Trading Day of the immediately preceding calendar
          quarter.

               (ii) Conversion Upon Satisfaction of Trading Price Condition. The
          Securities may be surrendered for conversion into cash, ADSs or a
          combination of cash and ADSs

                                      -44-


          during the five (5) consecutive Business Days immediately after any
          five (5) consecutive Trading Day period (such five (5) consecutive
          Trading Day period, the "NOTE MEASUREMENT PERIOD") in which the
          average Trading Price per $1,000 principal amount of the Securities
          was equal to or less than ninety seven percent (97%) of the average
          Conversion Value (as defined below) during the Note Measurement Period
          (such condition, the "TRADING PRICE CONDITION"). The Bid Solicitation
          Agent shall not have any obligation to determine the Trading Price
          unless the Company has requested such determination in writing, and
          the Company shall have no obligation to make such request unless a
          Holder provides the Company with reasonable evidence that the Trading
          Price per $1,000 principal amount of the Securities would be equal to
          or less than ninety seven percent (97%) of the product of the Closing
          Sale Price and the Conversion Rate. Upon receipt of such evidence, the
          Company shall instruct the Bid Solicitation Agent in writing to
          determine the Trading Price per $1,000 principal amount of the
          Securities for each of the five (5) successive Trading Days
          immediately after the Company receives such evidence and on each
          Trading Day thereafter until the first Trading Day on which the
          Trading Price Condition is no longer satisfied. For purposes of this
          paragraph, the "CONVERSION VALUE" per $1,000 principal amount of
          Securities, on a given Trading Day, means the product of the Closing
          Sale Price on such Trading Day and the Conversion Rate in effect on
          such Trading Day.

               (iii) Conversion Upon Certain Distributions. If the Company takes
          any action, or becomes aware of any event, that would require an
          adjustment to the Conversion Rate pursuant to SECTIONS 10.05(B),
          10.05(C), 10.05(D) or 10.05(E), the Securities may be surrendered for
          conversion into cash, ADSs or a combination of cash and ADSs beginning
          on the date the Company mails the notice to the Holders as provided in
          SECTION 10.10 (or, if earlier, the date the Company is required to
          mail such notice) and at any time thereafter until the close of
          business on the Business Day immediately preceding the Ex Date,
          effective date or expiration date, as the case may be, of the
          applicable transaction or until the Company announces that such
          transaction will not take place.

               (iv) Conversion Upon Occurrence of Certain Corporate
          Transactions. If either:

                    (a) a Fundamental Change or a Make-Whole Fundamental Change
               occurs; or

                    (b) the Company is a party to a consolidation, merger,
               binding share exchange, reconstruction, amalgamation or other
               similar arrangement pursuant to which Ordinary Shares (including
               Ordinary Shares represented by ADSs) would be converted into or
               exchanged for, or would constitute solely the right to receive,
               cash, securities or other property,

               then, in each case, the Securities may be surrendered for
               conversion into cash, ADSs or a combination of cash and ADSs at
               any time during the period that begins on, and includes, the date
               that is thirty (30) Scheduled Trading Days prior to the date
               originally announced by the Company as the anticipated effective
               date

                                      -45-


               of such transaction (which anticipated effective date the Company
               shall disclose, in good faith, in the written notice, public
               announcement and publication referred to in SECTION 10.01(C)) and
               ends on, and includes, the date that is thirty (30) Business Days
               after the actual effective date of such transaction; provided,
               however, that if such transaction is a Make-Whole Fundamental
               Change, then the Securities may also be surrendered for
               conversion into cash, ADSs or a combination of cash and ADSs at
               any time during the Make-Whole Conversion Period applicable to
               such Make-Whole Fundamental Change; provided, further, that if
               such transaction is a Fundamental Change, then the Securities may
               also be surrendered for conversion into cash, ADSs or a
               combination of cash and ADSs at any time until, and including,
               the Fundamental Change Repurchase Date applicable to such
               Fundamental Change.

               (v) Conversion During Three Months Prior to Maturity. The
          Securities may be surrendered for conversion into cash, ADSs or a
          combination of cash and ADSs at any time during the period from, and
          including, December 15, 2012 to, and including, the third Business Day
          preceding March 15, 2013.

          (B) The initial Conversion Rate shall be 24.3153 shares of ADSs per
$1,000 principal amount of Securities. The Conversion Rate shall be subject to
adjustment in accordance with this ARTICLE X.

          (C) Whenever any event described in SECTION 10.01 shall occur which
shall causes the Securities to become convertible as provided in this ARTICLE X,
the Company shall promptly deliver, in accordance with SECTION 12.02, written
notice of the convertibility of the Securities to the Trustee, the Securities
Agent, the Conversion Agent and each Holder and shall, as soon practicable, but
in no event later than the open of business on the first Business Day following
the date the Securities shall become convertible as provided in this ARTICLE X
as a result of such event, publicly announce, through a reputable national
newswire service in the United States, and publish on the Company's website,
that the Securities have become convertible. Such written notice, public
announcement and publication shall include:

               (i) a description of such event;

               (ii) a description of the periods during which the Securities
          shall be convertible as provided in this ARTICLE X as a result of such
          event;

               (iii) the anticipated effective date of such event, if
          applicable; and

               (iv) the procedures Holders must follow to convert their
          Securities in accordance with this ARTICLE X, including the name and
          address of the Conversion Agent.

          (D) A Holder may convert a portion of the principal amount of a
Security if such portion is $1,000 principal amount or an integral multiple of
$1,000 principal amount. Provisions of this Indenture that apply to conversion
of all of a Security also apply to conversion of a portion of such Security.

                                      -46-


          (E) Any ADSs that are issued upon conversion of a Security shall bear
the Private Placement Legend until the earlier of the first anniversary of the
later of the issue date and the last date on which the Company or any Affiliate
was the owner of such shares or the Security (or any predecessor security) from
which such shares were converted (or such longer period of time as may be
required under the Securities Act or applicable state securities laws, as set
forth in an Opinion of Counsel, unless otherwise agreed by the Company and the
Holder thereof).

     10.02 CONVERSION PROCEDURE AND PAYMENT UPON CONVERSION.

          (A) To convert a Security, a Holder must satisfy the requirements of
PARAGRAPH 7 of the Securities. The "CONVERSION DATE" with respect to a Security
means the date on which the Holder of the Security has complied with such
requirements to convert such Security. Upon conversion of a Holder's Security,
the Company shall deliver cash, ADSs or a combination of cash and ADSs to such
Holder as follows, provided that all Holders' rights with respect to conversion
of the Securities and the Company's obligation to deliver ADSs at the Conversion
Rate upon such conversion (the "CONVERSION OBLIGATION"), are subject, in their
entirety, to the Company' right, in its sole and absolute discretion, to elect
to satisfy such Conversion Obligation in any manner permitted pursuant to this
SECTION 10.02:

               (i) the Company shall give notice, which shall be irrevocable, to
          Holders through the Conversion Agent of the method it will choose to
          satisfy its Conversion Obligation at any time on or before the date
          that is the second (2nd) Scheduled Trading Day following the
          Conversion Date (such period, the "SETTLEMENT NOTICE PERIOD") provided
          that if the related Conversion Date occurs during the period that
          begins, and includes, the twenty-seventh (27th) Scheduled Trading Day
          preceding March 15, 2013 such notice of the Company's election shall
          be given to Holders no later than the twenty-eighth (28th) Scheduled
          Trading Day prior to March 15, 2013 . If the Company fails to provide
          notice within the Settlement Notice Period, the Company shall satisfy
          its Conversion Obligation only in ADSs (and cash in lieu of fractional
          ADSs). If the Company chooses to satisfy any portion of its Conversion
          Obligation in cash, it will specify the amount to be satisfied in cash
          as a percentage of the Conversion Obligation or as a fixed dollar
          amount for each $1,000 principal amount of the Securities. The Company
          shall treat all Holders converting on the same calendar day in the
          same manner; however, the Company shall not have any obligation to
          settle Conversion Obligation arising on different calendar day as in
          the same manner except for conversions that occur on or after the
          twenty-seventh (27th) Scheduled Trading Day preceding the Maturity
          Date.

               (ii) The Company may, in lieu of sending individual notices of
          its election, send one notice, which shall be irrevocable, to all
          Holders (with a copy to the Conversion Agent and the Trustee) of the
          method the Company chooses to satisfy its Conversion Obligation with
          respect to all conversions of Securities that occur on or after the
          twenty-seventh (27) Scheduled Trading Day preceding March 15, 2013.

               (iii) The consideration to be paid upon the conversion of any
          Security ("CONVERSION SETTLEMENT DISTRIBUTION") shall consist of cash,
          ADSs or a combination thereof, as selected by the Company, to be
          computed and delivered as set forth below:

                                      -47-


                    (a) if the Company elects to satisfy the entire Conversion
               Obligation in ADSs, the Conversion Settlement Distribution shall
               be a number of ADSs equal to (A) the aggregate principal amount
               of the Securities to be converted divided by $1,000, multiplied
               by (B) the Conversion Rate, plus cash for any fractional shares
               pursuant to SECTION 10.02(B);

                    (b) if the Company elects to satisfy the entire Conversion
               Obligation in cash (other than cash in lieu of fractional ADSs),
               the Conversion Settlement Distribution shall be cash in an amount
               equal to the product of:

                         (1) a number equal to the product of (x) the aggregate
                    principal amount of Securities to be converted divided by
                    $1,000, multiplied by (y) the Conversion Rate; and

                         (2) the average Daily VWAP of the ADSs during the
                    twenty (20) consecutive VWAP Trading Day period beginning on
                    and including: (i) for Securities converted during the
                    period that begins, and includes, the twenty-seventh (27)
                    Scheduled Trading Day immediately preceding March 15, 2013,
                    the twenty-fourth (24) Scheduled Trading Day immediately
                    preceding March 15, 2013; and (ii) in all other instances,
                    the second (2) VWAP Trading Day immediately after the
                    Conversion Date (such twenty (20) consecutive VWAP Trading
                    Day period being the "CASH SETTLEMENT AVERAGING PERIOD");
                    and

                    (c) if the Company elects to satisfy a percentage or a fixed
               amount (other than 100%) of the Conversion Obligation per $1,000
               principal amount of Securities in cash, the Conversion Settlement
               Distribution shall consist of (1) the amount of cash so elected
               ("CASH AMOUNT"), provided that if such Cash Amount exceeds the
               Conversion Amount of the Securities being converted, then the
               Company shall deliver such Conversion Amount in cash in lieu of
               such Cash Amount, and (2) a number of ADSs per $1,000 principal
               amount of Securities equal to the sum of, for each VWAP Trading
               Day of the Cash Settlement Averaging Period, the greater of:

                         (x) zero, and

                         (y) a number of ADSs determined by the following
                             formula:


     (Daily VWAP of ADSs on such VWAP Trading Day x the Conversion Rate) -
                                  Cash Amount
     ---------------------------------------------------------------------
                Daily VWAP of ADSs on such VWAP Trading Day x 20

                    (d) The Company shall settle its Conversion Obligation (1)
               on the fifth (5th) Scheduled Trading Day following the final VWAP
               Trading Day of the related Cash Settlement Averaging Period if it
               elects to satisfy its Conversion Obligation partially or entirely
               in cash, or (2) as soon as practicable but in no event later than
               the fifth (5th) Scheduled Trading Day, after the last day of the

                                      -48-


               Settlement Notice Period (each date of settlement of the
               Company's Conversion Obligation being a "CONVERSION SETTLEMENT
               DATE").

                    (e) "CONVERSION AMOUNT" means the average of the products
               for each VWAP Trading Day of the Cash Settlement Averaging Period
               of (i) the Conversion Rate in effect on such day multiplied by
               (ii) the Daily VWAP of the ADSs on such day multiplied by (iii)
               the aggregate principal amount of Securities to be converted
               divided by $1,000.

               "DAILY VWAP" of the ADSs means, for each of the 20 consecutive
               VWAP Trading Days during each Cash Settlement Averaging Period,
               the per ADS volume-weighted average price as displayed under the
               heading "Bloomberg VWAP" on Bloomberg page STP.N [equity] AQR (or
               any equivalent successor page if such page is not available) in
               respect of the period from the scheduled open of trading on the
               principal trading market for our ADSs to the scheduled close of
               trading on such market on such VWAP Trading Day, or if such
               volume-weighted average price is unavailable, the market value of
               one ADS on such VWAP Trading Day as the Board of Directors
               determines in good faith using a volume-weighted method.

               "VWAP TRADING DAY" means a day during which (i) trading in the
               ADSs generally occurs on the principal U.S. national securities
               exchange on which the ADSs are listed and (ii) there is no VWAP
               Market Disruption Event. If the ADSs are not so listed, then
               "VWAP Trading Day" means a Business Day.

               "VWAP MARKET DISRUPTION EVENT" means (i) a failure by the
               principal U.S. national securities exchange or market on which
               the ADSs are listed to open for trading during its regular
               trading session or (ii) the occurrence or existence prior to 1:00
               p.m. on any Scheduled Trading Day for the ADSs for an aggregate
               one half-hour period of any suspension or limitation imposed on
               trading (by reason of movements in price exceeding limits
               permitted by the stock exchange or otherwise) in the ADSs or in
               any options contracts or futures contracts relating to the ADSs.

          (B) The Company shall not deliver a fractional ADS upon conversion of
a Security. However, if the Company elects to satisfy the entire Conversion
Obligation with ADSs, the Company shall pay cash for all fractional ADSs
(calculated on an aggregate basis for the Securities surrendered by a Holder for
conversion) based on the Closing Sale Price of the ADS on the last day of the
Settlement Notice Period. Similarly, if the Company elects to satisfy a
percentage or fixed amount of the Conversion Obligation in cash, the Company
shall pay cash for all fractional ADS (calculated on an aggregate basis for the
Securities surrendered by a Holder for conversion) based on the Daily VWAP of
the ADSs on the last VWAP Trading Day of the Cash Settlement Averaging Period.

          (C) In the event that the Company elects to settle the Conversion
Obligation in accordance with SECTION 10.02(A)(iii)(a), on and after the
Conversion Date for a Security, the person in whose name the ADSs, if any,
issuable upon conversion of such Security are to be

                                      -49-


registered shall be treated as the holder of such ADSs, and all rights of the
Holder of such Security shall terminate, other than the right to receive the
Conversion Settlement Distribution deliverable as provided herein. A Holder of
Securities is not entitled, as such, to any rights of a holder of ADSs until
such Holder has converted its Securities into ADSs (to the extent such
Securities are convertible into ADSs) or is deemed to be a holder of ADSs, as
provided in this SECTION 10.02(C).

          (D) Except as provided in the Securities or in this ARTICLE X, no
payment or adjustment will be made for accrued interest or additional interest
on a converted Security or for dividends on any Ordinary Shares represented by
the ADSs issued on or prior to conversion. If any Holder surrenders a Security
for conversion after the close of business on the record date for the payment of
an installment of interest and prior to the related interest payment date, then,
notwithstanding such conversion, the interest payable with respect to such
Security on such interest payment date shall be paid on such interest payment
date to the Holder of record of such Security at the close of business on such
record date; provided, however, that such Security, when surrendered for
conversion, must be accompanied by payment in cash to the Conversion Agent on
behalf of the Company of an amount equal to the interest payable on such
interest payment date on the portion so converted; provided further, however,
that, such payment to the Conversion Agent described in the immediately
preceding proviso in respect of a Security surrendered for conversion shall not
be required if (i) the related Conversion Date occurs on or after March 1, 2013
or (ii) at the time of such conversion, the Company has specified a Fundamental
Change Repurchase Date that is after such record date and on or prior to the
related interest payment date; provided further, that, if the Company shall
have, prior to the Conversion Date with respect to a Security, defaulted in a
payment of interest on such Security, then in no event shall the Holder of such
Security who surrenders such Security for conversion be required to pay such
defaulted interest or the interest that shall have accrued on such defaulted
interest pursuant to SECTION 2.12 or otherwise (it being understood that nothing
in this SECTION 10.02(D) shall affect the Company's obligations under SECTION
2.12).

          (E) Accrued and unpaid interest (including additional interest, if
any) to the Conversion Date is deemed to be paid in full with the ADSs issued or
cash paid upon conversion rather than cancelled, extinguished or forfeited.

          (F) If a Holder converts more than one Security at the same time, the
number of full ADSs issuable upon such conversion, if any, shall be based on the
total principal amount of all Securities converted.

          (G) Upon surrender of a Security that is converted in part, the
Trustee shall, upon receipt of a Company order, authenticate for the Holder a
new Security equal in principal amount to the unconverted portion of the
Security surrendered.

          (H) If the last day on which a Security may be converted is a Legal
Holiday in a place where a Conversion Agent is located, the Security may be
surrendered to that Conversion Agent on the next succeeding day that is not a
Legal Holiday.

     10.03 TAXES ON CONVERSION.

                                      -50-


          If a Holder converts its Security, the Company shall pay any
documentary, stamp or similar issue or transfer tax or duty due on the issue, if
any, of ADSs upon the conversion. However, such Holder shall pay any such tax or
duty which is due because the Holder requests the ADSs to be issued in a name
other than such Holder's name. The Conversion Agent may refuse to deliver any
certificate representing the ADSs to be issued in a name other than such
Holder's name until the Conversion Agent receives certification in writing that
all taxes and duties due because such shares are to be issued in a name other
than such Holder's name have been paid. Nothing herein shall preclude any tax
withholding required by law or regulation within any jurisdiction in which the
Company or any successor are organized or treated as a resident for tax purposes
or through which payment is made (each, as applicable, a "RELEVANT TAXING
JURISDICTION"), if such withholding or deduction is required by law or by
regulation or governmental policy having the effect of law. In the event that
any such withholding or deduction is so required, the Company shall pay to the
Holder of each Security such additional amounts ("ADDITIONAL AMOUNTS") as may be
necessary to ensure that the net amount received by the Holder after such
withholding or deduction (and after deducting any taxes on the Additional
Amounts) shall equal the amounts which would have been received by such Holder
had no such withholding or deduction been required, except that no Additional
Amounts shall be payable:

          (A) for or on account of:

               (i) any tax, duty, assessment or other governmental charge that
          would not have been imposed but for:

                    (a) the existence of any present or former connection
               between the Holder or beneficial owner of such Security, and the
               Relevant Taxing Jurisdiction other than merely holding such
               Security or the receipt of payments thereunder, including,
               without limitation, such Holder or beneficial owner being or
               having been a national, domiciliary or resident of such Relevant
               Taxing Jurisdiction or treated as a resident thereof or being or
               having been physically present or engaged in a trade or business
               therein or having or having had a permanent establishment
               therein;

                    (b) the presentation of such Security (in cases in which
               presentation is required) more than 30 days after the later of
               the date on which the payment of the principal of, premium, if
               any, and interest on, such Security became due and payable
               pursuant to the terms thereof or was made or duly provided for;
               or

                    (c) the failure of the Holder or beneficial owner to comply
               with a timely request from the Company or any successor,
               addressed to the Holder or beneficial owner, as the case may be,
               to provide certification, information, documents or other
               evidence concerning such Holder's or beneficial owner's
               nationality, residence, identity or connection with the Relevant
               Taxing Jurisdiction, or to make any declaration or satisfy any
               other reporting requirement relating to such matters, if and to
               the extent that due and timely compliance with such request is
               required by law, regulation or administrative practice of the
               Relevant Taxing Jurisdiction to reduce or eliminate any
               withholding or deduction

                                      -51-


               as to which Additional Amounts would have otherwise been payable
               to such Holder;

               (ii) any estate, inheritance, gift, sale, transfer, capital
          gains, excise, personal property or similar tax, assessment or other
          governmental charge;

               (iii) any tax, duty, assessment or other governmental charge that
          is payable otherwise than by withholding from payments under or with
          respect to the Securities; or

               (iv) any combination of taxes, duties, assessments or other
          governmental charges referred to in the preceding clauses (i), (ii) or
          (iii); or

          (B) with respect to any payment of the principal of, or premium, if
any, or interest on, such Security to a Holder, if the Holder is a fiduciary,
partnership or person other than the sole beneficial owner of any payment to the
extent that such payment would be required to be included in the income under
the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary
or settlor with respect to the fiduciary, a member of that partnership or a
beneficial owner who would not have been entitled to such Additional Amounts had
that beneficiary, settlor, partner or beneficial owner been the Holder thereof.

          Whenever there is mentioned in any context the payment of principal
of, and any premium or interest on, any Security, such mention shall be deemed
to include payment of Additional Amounts provided for in this Indenture to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof.

     10.04 COMPANY TO PROVIDE ORDINARY SHARES AND ADSS.

          The Company shall at all times maintain out of its authorized but
unissued Ordinary Shares enough Ordinary Shares to permit the issuance of ADSs
upon the conversion, in accordance herewith, of all of the Securities. The ADSs,
if any, due upon conversion of a Global Security shall be delivered by the
Company in accordance with the Depositary's customary practices. All Ordinary
Shares represented by the ADSs which may be issued upon conversion of the
Securities shall be validly issued, fully paid and non-assessable and shall be
free of preemptive or similar rights and free of any lien or adverse claim.

          The Company shall take all such actions and obtain all such approvals
and registrations required for the payment in accordance herewith of ADSs, if
any, deliverable upon the conversion of any Security, including the issuance of
Ordinary Shares represented by such ADSs, the deposit thereof in accordance with
the Deposit Agreement, the acceptance of such ADSs into the book-entry system
maintained by the Depositary and the listing of such ADSs on each national
securities exchange on which the ADSs are then listed.

          The Company shall maintain, as long as the Securities are outstanding,
the effectiveness of a registration statement on Form F-6 relating to the ADSs
and an adequate number of ADSs available for issuance thereunder such that
freely tradeable ADSs can be delivered in accordance herewith upon conversion of
the Securities immediately following the earlier of (i) the effective date of
the Shelf Registration Statement (as defined in the Registration Rights
Agreement) or (ii)

                                      -52-


the first anniversary of the Issue Date. The Company shall comply with all
securities laws regulating the offer and delivery of ADSs upon conversion of
Securities.

     10.05 ADJUSTMENT OF CONVERSION RATE.

          The Conversion Rate shall be adjusted from time to time by the Company
as follows:

          (A) In case the Company shall issue Ordinary Shares as a dividend or
distribution to holders of all or substantially all of the outstanding Ordinary
Shares, or shall effect a share split or share combination, the Conversion Rate
shall be adjusted based on the following formula:

                                             OS'
                              CR' = CR(0) x -----
                                            OS(0)

          where,

          CR(0) = the Conversion Rate in effect immediately prior to the Ex Date
          for such dividend or distribution or immediately prior to the
          effective date of such share split or combination, as the case may be;

          CR' = the Conversion Rate in effect immediately after the Ex Date for
          such dividend or distribution or immediately after the effective date
          of such share split or combination, as the case may be;

          OS(0) = the number of Ordinary Shares outstanding immediately prior to
          the Ex Date for such dividend or distribution or immediately prior to
          the effective date of such share split or combination, as the case may
          be; and

          OS' = the number of Ordinary Shares outstanding immediately after
          giving effect to such dividend or distribution or immediately after
          the effective date of such share split or combination, as the case may
          be.

          Such adjustment shall become effective immediately after 9:00 a.m.,
New York City time, on the Ex Date fixed for such dividend or distribution, or
the effective date for such share split or share combination. If any dividend or
distribution of the type described in this SECTION 10.05(A) is declared but not
so paid or made, or the outstanding Ordinary Shares are not split or combined,
as the case may be, the Conversion Rate shall be immediately readjusted,
effective as of the date the Board of Directors determines not to pay such
dividend or distribution, or split or combine the outstanding Ordinary Shares,
as the case may be, to the Conversion Rate that would then be in effect if such
dividend, distribution, share split or share combination had not been declared.

          (B) In case the Company shall distribute to all or substantially all
holders of its outstanding Ordinary Shares rights or warrants entitling them
(for a period expiring within 45 calendar days after the record date for such
distribution) to subscribe for or purchase Ordinary Shares (directly or in the
form of ADSs) at a price per share less than the Closing Sale Price of the ADSs
divided by the number of Ordinary Shares then represented by each ADS on the

                                      -53-


Trading Day immediately preceding the declaration date of such distribution, the
Conversion Rate shall be adjusted based on the following formula:

                                          OS(0) + X
                            CR' = CR(0) x ---------
                                          OS(0) + Y

          where,

          CR(0) = the Conversion Rate in effect immediately prior to the Ex Date
          for such distribution;

          CR' = the Conversion Rate in effect immediately after the Ex Date for
          such distribution;

          OS(0) = the number of Ordinary Shares outstanding immediately prior to
          the Ex Date for such distribution;

          X = the total number of Ordinary Shares issuable (directly or in the
          form of ADSs) pursuant to such rights or warrants; and

          Y = the number of Ordinary Shares equal to the aggregate price payable
          to exercise such rights or warrants divided by the average of each of
          the Closing Sale Price of the ADSs divided by the number of Ordinary
          Shares then represented by each ADS over the 10 consecutive Trading
          Day period ending on the Trading Day immediately preceding the Ex Date
          for such distribution.

          Such adjustment shall be successively made whenever any such rights or
warrants are distributed and shall become effective immediately after the
opening of business on the Ex Date for such distribution. The Company shall not
issue any such rights or warrants in respect of Ordinary Shares held in treasury
by the Company. To the extent that Ordinary Shares are not delivered after the
expiration of such rights or warrants, the Conversion Rate shall be readjusted
to the Conversion Rate that would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made on the basis of delivery
of only the number of Ordinary Shares actually delivered (directly or in the
form of ADSs). If such rights or warrants are not so issued, the Conversion Rate
shall again be adjusted to be the Conversion Rate that would then be in effect
if such Ex Date for such distribution had not been fixed.

          In determining whether any rights or warrants entitle the holders to
subscribe for or purchase Ordinary Shares (directly or in the form of ADSs) at
less than such Closing Sale Price (as divided by the number of Ordinary Shares
then represented by each ADS), and in determining the aggregate offering price
of such Ordinary Shares, there shall be taken into account any consideration
received by the Company for such rights or warrants and any amount payable on
exercise or conversion thereof, the value of such consideration, if other than
cash, to be determined by the Board of Directors.

          (C) In case the Company shall, by dividend or otherwise, distribute to
all or substantially all holders of its Ordinary Shares of any class of Share
Capital of the Company (other than Ordinary Shares as covered by SECTION
10.05(A)), evidences of its Indebtedness or other assets or property of the
Company (including securities, but excluding dividends and

                                      -54-


distributions covered by SECTION 10.05(B) or 10.05(D) and distributions
described below in this subsection (c) with respect to Spin-Offs) (any of such
shares of Share Capital, Indebtedness, or other asset or property hereinafter in
this SECTION 10.05(C) called the "DISTRIBUTED PROPERTY"), then, in each such
case the Conversion Rate shall be adjusted based on the following formula:

                                            SP(0)
                           CR' = CR(0) x -----------
                                         SP(0) - FMV

          where,

          CR(0) = the Conversion Rate in effect immediately prior to the Ex Date
          for such distribution;

          CR' = the Conversion Rate in effect immediately after the Ex Date for
          such distribution;

          SP(0) = the average of each of the Closing Sale Price of the ADSs
          divided by the number of Ordinary Shares then represented by each ADS
          over the ten (10) consecutive Trading Day period ending on the Trading
          Day immediately preceding the Ex Date for such distribution; and

          FMV = the fair market value as determined by the Board of Directors of
          the shares of Share Capital, evidences of Indebtedness, or other
          assets or property distributed with respect to each outstanding
          Ordinary Share on the Ex Date for such distribution.

          Such adjustment shall become effective immediately prior to the
opening of business on the Ex Date for such distribution; provided that if "FMV"
as set forth above is equal to or greater than "SP(0)" as set forth above, in
lieu of the foregoing adjustment, adequate provision shall be made so that each
Holder of Securities has the right to receive, for each $1,000 principal amount
of Securities, the amount of Distributed Property such holder would have
received had such holder owned a number of Ordinary Shares equal to the
Conversion Rate on the record date for such distribution multiplied by the
number of Ordinary Shares then represented by each ADS, without being required
to convert the Securities. If such distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared. If the
Board of Directors determines "FMV" for purposes of this SECTION 10.05(C) by
reference to the actual or when issued trading market for any securities, it
must in doing so consider the prices in such market over the same period used in
computing the Closing Sale Prices of the ADSs divided by the number of Ordinary
Shares then represented by each ADS over the ten consecutive Trading Day period
ending on the Trading Day immediately preceding the Ex Date for such
distribution.

          With respect to an adjustment pursuant to this SECTION 10.05(C) where
there has been a payment of a dividend or other distribution on the Ordinary
Shares in shares of any class or series, or similar equity interest, in the
Share Capital of or relating to a Subsidiary or other business unit (a
"SPIN-OFF"), the Conversion Rate in effect immediately before 5:00 p.m., New
York City time, on the 10th Trading Day immediately following, and including,
the effective date of the Spin-Off shall be increased based on the following
formula:

                                      -55-


                                        FMV(0) + MP(0)
                          CR' = CR(0) x --------------
                                            MP(0)

          where,

          CR(0) = the Conversion Rate in effect immediately prior to the 10th
          Trading Day immediately following the effective date of the Spin-Off;

          CR' = the Conversion Rate in effect immediately after the 10th Trading
          Day immediately following the effective date of the Spin-Off;

          FMV(0) = the average of the Closing Sale Prices of the shares or
          similar equity interest distributed to holders of Ordinary Shares
          applicable to one Ordinary Share over the first 10 consecutive Trading
          Day period immediately following, and including, the effective date of
          the Spin-Off; and

          MP(0) = the average of each of the Closing Sale Price of the ADSs
          divided by the number of Ordinary Shares then represented by each ADS
          on such Trading Day over the first 10 consecutive Trading Day period
          immediately following, and including, the effective date of the
          Spin-Off.

          Such adjustment shall occur on the 10th Trading Day from, and
including, the effective date of the Spin-Off; provided that in respect of any
conversion within the 10 Trading Days immediately following, and including, the
effective date of any Spin-Off, references with respect to the Spin-Off to 10
Trading Days shall be deemed replaced with such lesser number of Trading Days as
have elapsed between the effective date of such Spin-Off and the Conversion Date
in determining the applicable Conversion Rate.

          Rights or warrants distributed by the Company to all holders of
Ordinary Shares, entitling the holders thereof to subscribe for or purchase ADSs
or shares of the Company's Share Capital, including Ordinary Shares (either
initially or under certain circumstances), which rights or warrants, until the
occurrence of a specified event or events ("TRIGGER EVENT"): (i) are deemed to
be transferred with such Ordinary Shares; (ii) are not exercisable; and (iii)
are also issued in respect of future issuances of Ordinary Shares, shall be
deemed not to have been distributed for purposes of this Section (and no
adjustment to the Conversion Rate under this Section shall be required) until
the occurrence of the earliest Trigger Event, whereupon such rights and warrants
shall be deemed to have been distributed and an appropriate adjustment (if any
is required) to the Conversion Rate shall be made under this SECTION 10.05(C).
If any such rights or warrants are subject to events, upon the occurrence of
which such rights or warrants become exercisable to purchase different
securities, evidences of Indebtedness or other assets, then the date of the
occurrence of any and each such event shall be deemed to be the date of
distribution and record date with respect to new rights or warrants with such
rights (and a termination or expiration of the existing rights or warrants
without exercise by any of the holders thereof). In addition, in the event of
any distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Rate under this Section was
made, (1) in the case of any such rights or warrants that

                                      -56-


shall all have been redeemed or repurchased without exercise by any holders
thereof, the Conversion Rate shall be readjusted upon such final redemption or
repurchase to give effect to such distribution or Trigger Event, as the case may
be, as though it were a cash distribution, equal to the per share redemption or
repurchase price received by a holder or holders of Ordinary Shares with respect
to such rights or warrants (assuming such holder had retained such rights or
warrants), made to all holders of Ordinary Shares as of the date of such
redemption or repurchase, and (2) in the case of such rights or warrants that
shall have expired or been terminated without exercise by any holders thereof,
the Conversion Rate shall be readjusted as if such rights and warrants had not
been issued.

          For purposes of this SECTION 10.05(C) and SECTIONS 10.05(A) and
10.05(B), any dividend or distribution to which this SECTION 10.05(C) is
applicable that also includes Ordinary Shares to which SECTION 10.05(A) applies
or rights or warrants to subscribe for or purchase Ordinary Shares (directly or
in the form of ADSs) to which SECTION 10.05(A) or 10.05(B) APPLIES (or both),
shall be deemed instead to be (1) a dividend or distribution of the evidences of
Indebtedness, assets or shares of capital stock other than such Ordinary Shares
or rights or warrants, to which this SECTION 10.05(C) applies (and any
Conversion Rate adjustment required by this SECTION 10.05(C) with respect to
such dividend or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such Ordinary Shares or such rights or warrants (and
any further Conversion Rate adjustment required by SECTION 10.05(A) and 10.05(B)
of this Section with respect to such dividend or distribution shall then be
made), except (A) the Ex Date of such dividend or distribution shall under this
SECTION 10.05(C) be substituted as "the Ex Date" within the meaning of SECTION
10.05(A) and SECTIONS 10.05(A) and 10.05(B) any Ordinary Shares included in such
dividend or distribution shall not be deemed "outstanding immediately prior to
the Ex Date for such dividend or distribution or immediately prior to the
effective date of such share split or combination, as the case may be" within
the meaning of SECTION 10.05(A) or "outstanding immediately prior to the Ex Date
for such distribution" within the meaning of SECTION 10.05(B).

          (D) In case the Company shall pay dividends or make distributions
consisting exclusively of cash to all or substantially all holders of its
Ordinary Shares, the Conversion Rate shall be adjusted based on the following
formula:

                                            SP(0)
                            CR' = CR(0) x ---------
                                          SP(0) - C

          where,

          CR(0) = the Conversion Rate in effect immediately prior to the Ex Date
          for such distribution;

          CR' = the Conversion Rate in effect immediately after the Ex Date for
          such distribution;

          SP(0) = the Closing Sale Price of the ADSs divided by the number of
          Ordinary Shares then represented by each ADS on the Trading Day
          immediately preceding the Ex Date for such distribution; and

                                      -57-


          C = the amount in cash per share distributed to holders of Ordinary
          Shares in such distribution.

          Such adjustment shall become effective immediately after the opening
of business on the Ex Date for such dividend or distribution; provided that if
the portion of the cash so distributed applicable to one Ordinary Share is equal
to or greater than SP(0) as set forth above, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder of Securities
shall receive on the date on which such cash dividend is distributed to holders
of Ordinary Shares, for each $1,000 principal amount of Securities, the amount
of cash such holder would have received had such holder owned a number of
Ordinary Shares equal to the Conversion Rate on the Ex Date for such
distribution multiplied by the number of Ordinary Shares then represented by
each ADS, without being required to convert the Securities. If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

          For the avoidance of doubt, for purposes of this SECTION 10.05(D), in
the event of any reclassification of the Ordinary Shares, as a result of which
the ADSs represent more than one class of Ordinary Shares, if an adjustment to
the Conversion Rate is required pursuant to this SECTION 10.05(D), references in
this Section to one Ordinary Share or the Closing Sale Price of one ADS (as
divided by the number of Ordinary Shares then represented by each ADS) shall be
deemed to refer to a unit or to the price of a unit consisting of the number of
shares of each class of Ordinary Shares equal to the numbers of shares of such
class issued in respect of one Ordinary Share in such reclassification. The
above provisions of this paragraph shall similarly apply to successive
reclassifications.

          (E) In case the Company or any of its Subsidiaries make a payment in
respect of a tender offer or exchange offer for all or any portion of the
Ordinary Shares, or ADSs representing Ordinary Shares, to the extent that the
cash and value of any other consideration included in the payment per Ordinary
Share, or equivalent payment per Ordinary Share then represented by our ADSs,
exceeds the Closing Sale Price of the ADSs divided by the number of Ordinary
Shares then represented by each ADS on the Trading Day next succeeding the last
date on which tenders or exchanges may be made pursuant to such tender or
exchange offer (as it may be amended), the Conversion Rate shall be increased
based on the following formula:

                                       AC + (SP' x OS')
                         CR' = CR(0) x ----------------
                                         OS(0) x SP'

          where,

          CR(0) = the Conversion Rate in effect on the date such tender or
          exchange offer expires;

          CR' = the Conversion Rate in effect on the day next succeeding the
          date such tender or exchange offer expires;

          AC = the aggregate value of all cash and any other consideration as
          determined by the Board of Directors paid or payable for the Ordinary
          Shares purchased (directly or in the form of ADSs) in such tender or
          exchange offer;

                                      -58-


          OS(0) = the number of Ordinary Shares outstanding immediately prior to
          the date such tender or exchange offer expires;

          OS' = the number of Ordinary Shares outstanding immediately after the
          date such tender or exchange offer expires (after giving effect to
          such tender offer or exchange offer); and

          SP' = the Closing Sale Price of the ADSs divided by the number of
          Ordinary Shares then represented by each ADS on the Trading Day next
          succeeding the date such tender or exchange offer expires.

          Such adjustment shall become effective immediately after close of
business on the Trading Day next succeeding the date such tender or exchange
offer expires. If the Company or its Subsidiary is obligated to purchase
Ordinary Shares pursuant to any such tender or exchange offer, but the Company
or its Subsidiary is permanently prevented by applicable law from effecting all
or any such purchases or all or any portion of such purchases are rescinded, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such tender or exchange offer had not been made or had only
been made in respect of the purchases that had been effected.

          No adjustment to the Conversion Rate shall be made if the application
of any of the foregoing formulas (other than in connection with a share
combination) would result in a decrease in the Conversion Rate.

          For purposes of this SECTION 10.05 the term "RECORD DATE" shall mean,
with respect to any dividend, distribution or other transaction or event in
which the holders of Ordinary Shares have the right to receive any cash,
securities or other property or in which the Ordinary Shares (or other
applicable security) is exchanged for or converted into any combination of cash,
securities or other property, the date fixed for determination of shareholders
entitled to receive such cash, securities or other property (whether such date
is fixed by the Board of Directors or by statute, contract or otherwise).

          The term "EX DATE," (i) when used with respect to any issuance or
distribution, means the first date on which the ADSs trades the regular way on
the relevant exchange or in the relevant market from which the Closing Sale
Price was obtained without the right to receive such issuance or distribution,
(ii) when used with respect to any share split or combination of shares of
Ordinary Shares, means the first date on which the ADSs trades the regular way
on such exchange or in such market after the time at which such share split or
combination becomes effective, and (iii) when used with respect to any tender
offer or exchange offer means the first date on which the ADSs trades the
regular way on such exchange or in such market after the expiration time of such
tender offer or exchange offer (as it may be amended or extended).

          (F) In addition to those required by SECTION 10.05(A) through SECTION
10.05(E), and to the extent permitted by applicable law and the continued
listing requirements of the New York Stock Exchange, the Company from time to
time may increase the Conversion Rate by any amount for a period of at least
twenty (20) calendar days or any longer period permitted by law if the Board of
Directors determines that such increase would be in the Company's best interest.
Whenever the Conversion Rate is increased pursuant to the preceding sentence,
the Company shall mail to the Holder of each Security at his last address
appearing on the Register provided

                                      -59-


for in SECTION 2.05 a notice of the increase at least 15 calendar days prior to
the date the increased Conversion Rate takes effect, and such notice shall state
the increased Conversion Rate and the period during which it will be in effect.
In addition, the Company may also (but is not required to) increase the
Conversion Rate to avoid or diminish any tax to holders of Ordinary Shares or
ADSs or rights to purchase Ordinary Shares or ADSs in connection with any
dividend or distribution of shares (or rights to acquire shares) or similar
event.

          (G) Without limiting the foregoing, no adjustment to the Conversion
Rate need be made

               (i) upon the issuance of any Ordinary Shares pursuant to any
          future plan providing for the reinvestment of dividends or interest
          payable on securities of the Company and the investment of additional
          optional amounts in Ordinary Shares under any plan;

               (ii) upon the issuance of any Ordinary Shares, or any option,
          warrant, right or exercisable, exchangeable or convertible security to
          purchase Ordinary Shares, pursuant to any future agreements entered
          into with the Company's suppliers of raw materials or machinery as
          consideration or inducement to enter into such supply agreement;

               (iii) upon the issuance of any Ordinary Shares or options or
          rights to purchase Ordinary Shares pursuant to any present or future
          employee, director or consultant benefit plan or program of or assumed
          by the Company or any of its Subsidiaries;

               (iv) upon the issuance of any Ordinary Shares pursuant to any
          option, warrant, right, or exercisable, exchangeable or convertible
          security not described in clause (iii) above and outstanding as of the
          date of this Indenture;

               (v) for a change in the par value of the Ordinary Shares; or

               (vi) for accrued and unpaid Interest (including any Additional
          Interest).

          (H) No adjustment shall be made for the Company's issuance of Ordinary
Shares (directly or in the form of ADSs) or convertible or exchangeable
securities or rights to purchase Ordinary Shares (directly or in the form of
ADSs) or convertible or exchangeable securities, other than as provided in this
Section.

          (I) In any case in which this Section provides that an adjustment
shall become effective immediately after (1) the Ex Date for an event or (2) the
last date on which tenders or exchanges may be made pursuant to any tender or
exchange offer pursuant to SECTION 10.05(E) of this Section (each an "ADJUSTMENT
DETERMINATION DATE"), the Company may elect to defer until the occurrence of the
applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder
of any Security converted after such Adjustment Determination Date and before
the occurrence of such Adjustment Event, the additional Conversion Settlement
Distribution or other securities issuable upon such conversion by reason of the
adjustment required by such Adjustment Event over and above the amounts
deliverable upon such conversion before giving effect to such adjustment and (y)
paying to such Holder any amount in cash in lieu of any

                                      -60-


fractional ADS pursuant to SECTION 10.02(B). For purposes of this subsection
(i), the term "ADJUSTMENT EVENT" shall mean:

               (i) in any case referred to in clause (1) hereof, the date any
          dividend or distribution of Ordinary Shares (directly or in the form
          of ADSs), shares of Share Capital, evidences of Indebtedness, other
          assets or property or cash is paid or made, the effective date of any
          share split or combination or the date of expiration of any rights or
          warrants, and

               (ii) in any case referred to in clause (2) hereof, the date a
          sale or exchange of Ordinary Shares (directly or in the form of ADSs)
          pursuant to such tender or exchange offer is consummated and becomes
          irrevocable.

          (J) For the avoidance of doubt, if a holder converts Securities prior
to the effective date of a Fundamental Change, and the Fundamental Change does
not occur, the Holder shall not be entitled to Make-Whole Consideration in
connection with such conversion.

          (K) In the event that the Company elects to settle the Conversion
Obligation in accordance with SECTION 10.02(A)(iii)(c), at and after the close
of business on the last VWAP Trading Day (the "RELEVANT DATE") of the related
Cash Settlement Averaging Period, the Person in whose names any ADSs issuable
upon such conversion are registered shall be treated as the holder of record
thereof on such Relevant Date; provided, however, that if any such ADSs
constitute Make-Whole Consideration, then the Relevant Date with respect to such
shares that constitute Make-Whole Consideration shall instead be deemed to be
the later of (i) the last VWAP Trading Day of the related Cash Settlement
Averaging Period and (ii) the Make-Whole Reference Date of the Make-Whole
Fundamental Change resulting in the Make-Whole Consideration.

          (L) Whenever any provision of this ARTICLE X requires a calculation of
Closing Sale Prices or Daily VWAP over a span of multiple days, the Company
shall make appropriate adjustments to the Conversion Settlement Distribution
(determined in good faith by the Board of Directors) to account for any
adjustment to the Conversion Rate that becomes effective, or any event requiring
an adjustment to the Conversion Rate where the Ex Date of the event occurs, at
any time during the period from which such calculation is to be calculated;
provided that such adjustments shall only be made to the Conversion Settlement
Distribution relating to days prior to the date that the adjustment to the
Conversion Rate becomes effective.

          (M) Before taking any action which would cause an adjustment reducing
the Conversion Rate below the then par value, if any, of the Ordinary Shares
multiplied by the number of Ordinary Shares then represented by each ADS, the
Company shall take all corporate action which it reasonably determines may be
necessary in order that the Company may validly and legally issue Ordinary
Shares represented by the ADSs issuable upon conversion of the Securities at
such adjusted Conversion Rate. The Company covenants that all Ordinary Shares
represented by the ADSs issuable upon conversion of the Securities shall be
fully paid and non-assessable by the Company and free from all taxes, liens and
changes with respect to the issue thereof.

                                      -61-


          (N) Whenever the Conversion Rate is adjusted as herein provided:

               (i) The Company shall compute the adjusted Conversion Rate in
          accordance with SECTION 10.05 and shall prepare a certificate signed
          by the Chief Financial Officer of the Company setting forth the
          adjusted Conversion Rate and showing in reasonable detail the facts
          upon which such adjustment is based, and such certificate shall
          promptly be filed with the Trustee and with each Conversion Agent (if
          other than the Trustee); and

               (ii) Upon each such adjustment, a notice stating that the
          Conversion Rate has been adjusted and setting forth the adjusted
          Conversion Rate shall be required, such notice shall be provided by
          the Company to all Holders in accordance with SECTION 12.02.

     10.06    NO ADJUSTMENT.

          Notwithstanding anything to the contrary in SECTION 10.05, no
adjustment in the Conversion Rate pursuant to SECTION 10.05 shall be required
until cumulative adjustments amount to one percent (1%) or more of the
Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion
Rate); provided, however, that any adjustments to the Conversion Rate which by
reason of this SECTION 10.06 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment to the Conversion
Rate; provided further, that (i) if a Fundamental Change or Make-Whole
Fundamental Change occurs, or if the Securities shall become convertible
pursuant to SECTION 10.01(A)(iii) or SECTION 10.01(A)(iv), (ii) on March 17 of
each year, and (iii) on the date that is twenty-four (24) Scheduled Trading Days
prior to, and on each VWAP Trading Day thereafter until, March 15, 2013 any
adjustments to the Conversion Rate that have been, and at such time remain,
deferred pursuant to this SECTION 10.06 shall be given effect, and such
adjustments, if any, shall no longer be carried forward and taken into account
in any subsequent adjustment to the Conversion Rate. All calculations under this
ARTICLE X shall be made to the nearest cent or to the nearest one-millionth of
an ADS, as the case may be.

          If any rights, options or warrants issued by the Company and requiring
an adjustment to the Conversion Rate in accordance with SECTION 10.05 are only
exercisable upon the occurrence of certain triggering events, then the
Conversion Rate will not be adjusted as provided in SECTION 10.05 until the
earliest of such triggering event occurs. Upon the expiration or termination of
any such rights, options or warrants without the exercise of such rights,
options or warrants, the Conversion Rate then in effect shall be adjusted
immediately to the Conversion Rate which would have been in effect at the time
of such expiration or termination had such rights, options or warrants, to the
extent outstanding immediately prior to such expiration or termination, never
been issued.

          If any dividend or distribution is declared and the Conversion Rate is
adjusted pursuant to SECTION 10.05 on account of such dividend or distribution,
but such dividend or distribution is thereafter not paid or made, the Conversion
Rate shall again be adjusted to the Conversion Rate which would then be in
effect had such dividend or distribution not been declared.

                                      -62-


          No adjustment to the Conversion Rate need be made pursuant to SECTION
10.05 for a transaction if Holders are to participate in the transaction without
conversion on a basis and with notice that the Board of Directors determines in
good faith to be fair and appropriate in light of the basis and notice on which
holders of ADSs participate in the transaction (which determination shall be
described in a Board Resolution).

          Notwithstanding anything herein to the contrary, in no event shall the
Conversion Rate be increased pursuant to SECTION 10.05(b), SECTION 10.05(c),
SECTION 10.05(d) or SECTION 10.05(e) to the extent, but only to the extent, such
increase shall cause the Conversion Rate applicable to such Security to exceed
33.0687 ADSs shares per $1,000 principal amount (the "BCF ADJUSTMENT CAP");
provided, however, that the BCF Adjustment Cap shall be adjusted in the same
manner in which the Conversion Rate is to be adjusted pursuant to this ARTICLE
X.

     10.07 OTHER ADJUSTMENTS.

          In the event that, as a result of an adjustment made pursuant to
SECTION 10.05 hereof, the Holder of any Security thereafter surrendered for
conversion may, subject to the Company's right of election pursuant to SECTION
10.02, become entitled to receive any shares or securities other than ADSs, or
if the Ordinary Shares represented by such ADSs become converted, exchanged,
reclassified or otherwise changed into other shares or securities, thereafter
the Conversion Rate of such other shares so receivable upon conversion of any
Security shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to ADSs
(taking into account the number of Ordinary Shares represented by each ADS
immediately prior to such adjustment of the Conversion Rate or such change in
the ADSs or Ordinary Shares, as the case may be) contained in this ARTICLE X.

          In the event that the facility for the ADSs maintained with the ADS
Depositary pursuant to the Deposit Agreement is terminated for any reason, but
such event does not constitute a Termination of Trading because the Ordinary
Shares are then listed for trading on a U.S. national securities exchange, all
references herein and in the Securities to the "ADSs", the "Closing Sale Price"
and the "Daily VWAP" will be deemed to refer to the "Ordinary Shares", and the
"Closing Sale Price" and "Daily VWAP" of the Ordinary Shares, respectively, and
other appropriate adjustments will be made to the provisions hereunder and in
the Securities to reflect such change.

          In the event that the facility for the ADSs maintained with the ADS
Depositary pursuant to the Deposit Agreement is terminated for any reason, but
such event does not constitute a Termination of Trading, then the provisions of
SECTION 3.02 shall apply.

          In the event that the facility for the ADSs maintained with the ADS
Depositary pursuant to the Deposit Agreement is terminated for any reason
(whether or not such event constitutes a Termination of Trading), Holders' right
to convert Securities into ADSs under this ARTICLE X shall become a right to
convert Securities into Ordinary Shares (subject to the Company's right under
SECTION 10.02 to deliver cash in lieu thereof) at a Conversion Rate, subject to
adjustment from time to time in accordance with this ARTICLE X, equal to (i) the
number of Ordinary Shares represented by each ADS immediately prior to such
termination, multiplied by (ii) the

                                      -63-


Conversion Rate applicable immediately prior to such termination, multiplied by
(iii) the aggregate principal amount of the Securities being converted divided
by $1,000.

     10.08 ADJUSTMENTS FOR TAX PURPOSES.

          Except as prohibited by law the Company may (but is not obligated to)
make such increases in the Conversion Rate, in addition to those required by
SECTION 10.05 hereof, as it determines to be advisable in order that any share
dividend, subdivision of shares, distribution of rights to purchase shares or
securities or distribution of securities convertible into or exchangeable for
shares made by the Company or to holders of Ordinary Shares or ADSs will not be
taxable to the recipients thereof or in order to diminish any such taxation.

     10.09 NOTICE OF ADJUSTMENT.

          Whenever the Conversion Rate is adjusted, the Company shall promptly
mail to Holders at the addresses appearing on the Registrar's books a notice of
the adjustment and file with the Trustee, the Conversion Agent and the
Securities Agent an Officer's Certificate briefly stating the facts requiring
the adjustment and the manner of computing it. The certificate shall be
conclusive evidence of the correctness of such adjustment.

     10.10 NOTICE OF CERTAIN TRANSACTIONS.

          In the event that:

               (1) the Company takes any action, or becomes aware of any event,
          which would require an adjustment in the Conversion Rate,

               (2) the Company takes any action that would require a
          supplemental indenture pursuant to SECTION 10.11, or

               (3) there is a dissolution or liquidation of the Company,

the Company shall mail to Holders at the addresses appearing on the Registrar's
books, and to the Trustee, the Conversion Agent and the Securities Agent, a
written notice stating the proposed Ex Date, effective date or expiration date,
as the case may be, of any transaction referred to in CLAUSE (1), (2) or (3) of
this SECTION 10.10. The Company shall mail such notice at least thirty (30)
Scheduled Trading Days before such date; however, failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in CLAUSE (1), (2) or (3) of this SECTION 10.10.

     10.11 EFFECT OF RECLASSIFICATIONS, BUSINESS COMBINATIONS, ASSET SALES AND
           OTHER CORPORATE EVENTS ON CONVERSION PRIVILEGE.

          Except as provided in SECTION 10.14(E), if any of the following shall
occur, namely: (i) any reclassification or change in the Ordinary Shares
represented by the ADSs issuable upon conversion of Securities (other than a
change only in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination of Ordinary
Shares), (ii) any consolidation, merger, binding share exchange, reconstruction,
amalgamation or

                                      -64-


other similar arrangement, or such to which the Company is a party, other than a
merger in which the Company is the continuing Person and which does not result
in any reclassification of, or change (other than a change in name, or par
value, or from par value to no par value, or from no par value to par value or
as a result of a subdivision or combination) in, the Ordinary Shares, or (iii)
any sale, transfer, lease, conveyance or other disposition of all or
substantially all of the property or assets of the Company, in each case,
pursuant to which the Ordinary Shares would be converted into or exchanged for,
or would constitute solely the right to receive, cash, securities or other
property, then the Company or such successor or purchasing Person, as the case
may be, shall execute and deliver to the Trustee and the Securities Agent a
supplemental indenture in form reasonably satisfactory to the Trustee and the
Securities Agent providing that, at and after the effective time of such
reclassification, change, consolidation, merger, binding share exchange,
reconstruction, amalgamation or other similar arrangement, or such sale,
transfer, lease, conveyance or disposition, the Holder of each Security then
outstanding shall have the right to convert such Security (if otherwise
convertible pursuant to this ARTICLE X) into the kind and amount of cash,
securities or other property (collectively, "REFERENCE PROPERTY") receivable
upon such reclassification, change, consolidation, merger, binding share
exchange, reconstruction, amalgamation or other similar arrangement, or such
sale, transfer, lease, conveyance or disposition by a holder of a number of
Ordinary Shares equal to the product of (i) the number of Ordinary Shares then
represented by each ADS, and (ii) a fraction whose denominator is one thousand
(1,000) and whose numerator is the product of the principal amount of such
Security and the Conversion Rate in effect immediately prior to such
reclassification, change, consolidation, merger, binding share exchange,
reconstruction, amalgamation or other similar arrangement, or such sale,
transfer, lease, conveyance or disposition (assuming, if holders of Ordinary
Shares shall have the opportunity to elect the form of consideration to receive
pursuant to such reclassification, change, consolidation, merger, binding share
exchange, reconstruction, amalgamation or other similar arrangement, or such
sale, transfer, lease, conveyance or disposition, that the Collective Election
shall have been made with respect to such election); provided, however, that at
and after the effective time of such reclassification, change, consolidation,
merger, binding share exchange, reconstruction, amalgamation or other similar
arrangement, or such sale, transfer, lease, conveyance or disposition, the
Company shall continue to have the right to elect in accordance with SECTION
10.02 to deliver cash in full or partial settlement of the Conversion Obligation
pursuant to SECTION 10.02 with respect to the conversion of any Security and the
Conversion Settlement Distribution deliverable upon the conversion of any
Security shall be calculated based on the fair value of the Reference Property
instead of the Closing Sale Price per Ordinary Share. If holders of Ordinary
Shares shall have the opportunity to elect the form of consideration to receive
pursuant to such reclassification, change, consolidation, merger, binding share
exchange, reconstruction, amalgamation or other similar arrangement, or such
sale, transfer, lease, conveyance or disposition, the kind and amount of
consideration that a holder of Ordinary Shares would have been entitled to shall
be deemed to be (i) the weighted average of the kind and amount of consideration
received by the holders of Ordinary Shares that affirmatively make such an
election or (ii) if no holders of Ordinary Shares affirmatively make such an
election, the kind and amount of consideration actually received by such
holders. The supplemental indenture referred to in the first sentence of this
paragraph shall provide for adjustments of the Conversion Rate which shall be as
nearly equivalent as may be practicable to the adjustments of the Conversion
Rate provided for in this ARTICLE X. The foregoing, however, shall not in any
way affect the right a Holder of a Security may otherwise

                                      -65-


have, pursuant to SECTION 10.05(c), SECTION 10.05(h) or SECTION 10.13, to
receive rights or warrants upon conversion or a Security. If, in the case of any
such consolidation, merger, binding share exchange, reconstruction, amalgamation
or other similar arrangement, or such sale, transfer, lease, conveyance or
disposition, the cash, securities or other and property receivable thereupon by
a holder of Ordinary Shares includes cash, securities or other property of a
Person other than the successor or purchasing Person, as the case may be, in
such consolidation, merger, binding share exchange, reconstruction, amalgamation
or other similar arrangement, or such sale, transfer, lease, conveyance or
disposition, then such supplemental indenture shall also be executed by such
other Person and shall contain such additional provisions to protect the
interests of the Holders of the Securities as the Board of Directors in good
faith shall reasonably determine necessary by reason of the foregoing (which
determination shall be described in a Board Resolution). The provisions of this
SECTION 10.11 shall similarly apply to successive consolidations, mergers,
binding share exchanges, reconstruction, amalgamation or other similar
arrangement, or successive sales, transfers, leases, conveyances or
dispositions.

          In the event the Company shall execute a supplemental indenture
pursuant to this SECTION 10.11, the Company shall promptly file with the
Trustee, the Conversion Agent and the Securities Agent an Officer's Certificate
briefly stating the reasons therefore, the kind or amount of shares of stock or
securities or property (including cash) receivable by Holders of the Securities
upon the conversion of their Securities after any such reclassification, change,
consolidation, merger, binding share exchange, reconstruction, amalgamation or
other similar arrangement, or such sale, transfer, lease, conveyance or
disposition and any adjustment to be made with respect thereto.

     10.12 DISCLAIMER OF THE TRUSTEE, THE CONVERSION AGENT AND THE SECURITIES
           AGENT.

          None of the Trustee, the Conversion Agent or the Securities Agent
shall have any duty to determine when an adjustment under this ARTICLE X should
be made, how it should be made or what such adjustment should be, but each may
accept as conclusive evidence of the correctness of any such adjustment, and
shall be protected in relying upon, the Officer's Certificate with respect
thereto which the Company is obligated to file with the Trustee, the Conversion
Agent and the Securities Agent pursuant to SECTION 10.09 hereof. None of the
Trustee, the Conversion Agent or the Securities Agent makes any representation
as to the validity or value of any securities or assets issued upon conversion
of Securities, and none of them shall be responsible for the failure by the
Company to comply with any provisions of this ARTICLE X.

          None of the Trustee, the Conversion Agent or the Securities Agent
shall be under any responsibility to determine the correctness of any provisions
contained in any supplemental indenture executed pursuant to SECTION 10.11, but
each of them may accept as conclusive evidence of the correctness thereof, and
shall be protected in relying upon, an Opinion of Counsel and the Officer's
Certificate with respect thereto which the Company is obligated to file with the
Trustee and the Securities Agent pursuant to SECTION 10.11 hereof.

     10.13 RIGHTS DISTRIBUTIONS PURSUANT TO ANTI-TAKEOVER PROVISIONS.

                                      -66-


          Upon conversion of any Security or a portion thereof, to the extent
the Holder thereof receives ADSs upon such conversion, the Company shall make
provision for such Holder to receive, in addition to, and concurrently with the
delivery of, such ADSs any preferred shares or other securities or rights issued
or distributed to holders of Ordinary Shares by the Board of Directors or the
Company pursuant to the anti-takeover provisions in the Company's Articles of
Association, whether or not such preferred shares, securities or rights were
issued or distributed prior to the time of such conversion, but only to the
extent other holders of ADSs would receive such preferred shares or other
securities or rights. In the event that, after the date hereof, the Company
amends, supplements or supersedes the anti-takeover provisions in its Articles
of Association to provide, or if the Board of Directors approve a resolution,
for the issuance or distribution of any such preferred shares or other
securities or rights to holders of Ordinary Shares, the Company shall provide
that the Holders will receive, upon conversion of their Securities, in addition
to the consideration otherwise payable hereunder upon such conversion, the such
shares, securities or rights, but only to the extent such Holder will receive
ADSs upon such conversion and only to the extent other holders of ADSs would
receive such preferred shares, securities or rights.

          Any distribution of preferred shares, securities or rights pursuant to
such anti-takeover provisions or Board Resolution will not result in an
adjustment to the Conversion Rate pursuant to SECTION 10.05(B) and 10.05(C)
above if the Company has made proper provision for Holders to receive, to the
extent they receive ADSs upon conversion hereunder, to also receive such
preferred shares, securities or rights to the same extent as other holders of
ADSs in accordance with the terms of the Deposit Agreement.

     10.14 INCREASED CONVERSION RATE APPLICABLE TO CERTAIN SECURITIES
           SURRENDERED IN CONNECTION WITH MAKE-WHOLE FUNDAMENTAL CHANGES.

          (A) Notwithstanding anything herein to the contrary, the Conversion
Rate applicable to each Security that is surrendered for conversion, in
accordance with this Article X, at any time during the period (the "MAKE-WHOLE
CONVERSION PERIOD") that begins on, and includes, the date that is thirty (30)
Scheduled Trading Days prior to the date originally announced by the Company as
the anticipated effective date of a Make-Whole Fundamental Change (which
anticipated effective date the Company shall disclose, in good faith, in the
written notice, public announcement and publication referred to in SECTION
10.14(D)) and ends on, and includes, the date that is thirty (30) Business Days
after the actual effective date of such Make-Whole Fundamental Change (or, if
such Make-Whole Fundamental Change also constitutes a Fundamental Change, the
Fundamental Change Repurchase Date applicable to such Fundamental Change) shall
be increased to an amount equal to the Conversion Rate that would, but for this
SECTION 10.14, otherwise apply to such Security pursuant to this ARTICLE X, plus
an amount equal to the Make-Whole Applicable Increase; provided, however, that
such increase to the Conversion Rate shall not apply if such Make-Whole
Fundamental Change is announced by the Company but shall not be consummated.

               The additional consideration payable hereunder on account of any
Make-Whole Applicable Increase with respect to a Security surrendered for
conversion is herein referred to as the "MAKE-WHOLE CONSIDERATION."

                                      -67-


               The Make-Whole Consideration due upon a conversion of a Security
by a Holder shall be paid as soon as practicable after the Conversion Date of
such conversion, but in no event later than the later of (1) the Conversion
Settlement Date for such conversion, and (2) the third (3rd) Business Day after
the Make-Whole Reference Date of the applicable Make-Whole Fundamental Change.



                                                       MAKE-WHOLE REFERENCE DATE

                           MARCH 17,    MARCH 15,     MARCH 15,      MARCH 15,    MARCH 15,     MARCH 15,
APPLICABLE PRICE           2008         2009          2010           2011         2012          2013
- ----------------           ---------    ---------     ---------      ---------    ---------     ---------
                                                                              
$30.24...............        8.7534        8.7534        8.7534        8.7534        8.7534        8.7534
$32.00...............        7.8941        7.6502        7.3416        7.0603        6.7503        6.9347
$36.00...............        6.3263        6.0218        5.6269        5.1862        4.5584        3.4625
$38.00...............        5.7060        5.3844        4.9655        4.4777        3.7564        2.0005
$40.00...............        5.1696        4.8372        4.4034        3.8847        3.1041        0.6847
$45.00...............        4.1094        3.7695        3.3268        2.7813        1.9601        0.0000
$50.00...............        3.3367        3.0064        2.5795        2.0512        1.2803        0.0000
$55.00...............        2.7579        2.4459        2.0468        1.5569        0.8741        0.0000
$60.00...............        2.3139        2.0240        1.6575        1.2143        0.6277        0.0000
$75.00...............        1.4644        1.2424        0.9723        0.6637        0.3104        0.0000
$90.00...............        0.9972        0.8308        0.6354        0.4242        0.2040        0.0000
$120.00..............        0.5233        0.4288        0.3234        0.2183        0.1147        0.0000
$150.00..............        0.2969        0.2411        0.1810        0.1239        0.0676        0.0000
$200.00..............        0.1172        0.0930        0.0675        0.0450        0.0235        0.0000


          (B) As used herein, "MAKE-WHOLE APPLICABLE INCREASE" shall mean, with
respect to a Make-Whole Fundamental Change, the amount, set forth in the above
table, which corresponds to the date such Make-Whole Fundamental Change is first
publicly-announced, occurs or becomes effective (the "MAKE-WHOLE REFERENCE
DATE") and the Applicable Price of such Make-Whole Fundamental Change:

               provided, however, that:

               (i) if the actual Applicable Price of such Make-Whole Fundamental
          Change is between two (2) prices listed in the table above under the
          column titled "Applicable Price," or if the actual Make-Whole
          Reference Date of such Make-Whole Fundamental Change is between two
          dates listed in the table above in the row immediately below the title
          "Make-Whole Reference Date," then the Make-Whole Applicable Increase
          for such Make-Whole Fundamental Change shall be determined by linear
          interpolation between the Make-Whole Applicable Increases set forth
          for such two prices, or for such two dates based on a three hundred
          and sixty-five (365) day year, as applicable;

               (ii) if the actual Applicable Price of such Make-Whole
          Fundamental Change is greater than $200.00 per ADS (subject to
          adjustment as provided in SECTION 10.14(B)(iii)), or if the actual
          Applicable Price of such Make-Whole Fundamental Change is less than
          $30.24 per share (subject to adjustment as provided in SECTION
          10.14(B)(iii)), then the Make-Whole Applicable Increase shall be equal
          to zero (0);

                                      -68-


               (iii) if an event occurs that requires, pursuant to this ARTICLE
          X (other than solely pursuant to this SECTION 10.14), an adjustment to
          the Conversion Rate, then, on the date and at the time such adjustment
          is so required to be made, each price set forth in the table above
          under the column titled "Applicable Price" shall be deemed to be
          adjusted so that such price, at and after such time, shall be equal to
          the product of (1) such price as in effect immediately before such
          adjustment to such price and (2) a fraction whose numerator is the
          Conversion Rate in effect immediately before such adjustment to the
          Conversion Rate and whose denominator is the Conversion Rate to be in
          effect, in accordance with this ARTICLE X, immediately after such
          adjustment to the Conversion Rate;

               (iv) each Make-Whole Applicable Increase amount set forth in the
          table above shall be adjusted in the same manner in which, and for the
          same events for which, the Conversion Rate is to be adjusted pursuant
          to this ARTICLE X; and

               (v) in no event shall the Conversion Rate applicable to any
          Security be increased pursuant to this SECTION 10.14 to the extent,
          but only to the extent, such increase shall cause the Conversion Rate
          applicable to such Security to exceed 33.0687 ADSs per $1,000
          principal amount (the "BCF MAKE-WHOLE CAP"); provided, however, that
          the BCF Make-Whole Cap shall be adjusted in the same manner in which,
          and for the same events for which, the Conversion Rate is to be
          adjusted pursuant to this ARTICLE X.

          (C) As used herein, "APPLICABLE PRICE" shall have the following
meaning with respect to a Make-Whole Fundamental Change: (a) if such Make-Whole
Fundamental Change constitutes a Voting Share Change Make-Whole Fundamental
Change or an Ordinary Share Change Make-Whole Fundamental Change and the
consideration (excluding cash payments for fractional ADSs or pursuant to
statutory appraisal rights) for the Ordinary Shares in such Make-Whole
Fundamental Change consists solely of cash, then the "Applicable Price" with
respect to such Make-Whole Fundamental Change shall be equal to the cash amount
paid per Ordinary Share in such Make-Whole Fundamental Change multiplied by the
number of Ordinary Shares then represented by each ADS, and (b) in all other
circumstances, the "Applicable Price" with respect to such Make-Whole
Fundamental Change shall be equal to the average of the Closing Sale Prices per
ADS for the five (5) consecutive Trading Days immediately preceding the date on
which such Make-Whole Fundamental Change becomes effective, which average shall
be appropriately adjusted by the Board of Directors, in its good faith
determination (which determination shall be described in a Board Resolution), to
account for any adjustment, pursuant hereto, to the Conversion Rate that shall
become effective, or any event requiring, pursuant hereto, an adjustment to the
Conversion Rate where the Ex Date of such event occurs, at any time during such
five (5) consecutive Trading Days.

          (D) At least thirty (30) Scheduled Trading Days before the first
anticipated effective date of an Asset Sale Make-Whole Fundamental Change or an
Ordinary Share Change Make-Whole Fundamental Change, the Company shall mail to
each Holder, in accordance with SECTION 12.02, written notice of, and shall
publicly announce, through a reputable national newswire service in the United
States, and publish on the Company's website, the anticipated effective date of
such proposed Make-Whole Fundamental Change and in any event no later than

                                      -69-


the actual effective date of the Make-Whole Fundamental Change. No later than
the third Business Day after the Make-Whole Reference Date of each Make-Whole
Fundamental Change, the Company shall mail, in accordance with SECTION 12.02,
written notice of, and shall publicly announce, through a reputable national
newswire service in the United States, and publish on the Company's website,
such Make-Whole Reference Date and the Make-Whole Applicable Increase applicable
to such Make-Whole Fundamental Change.

          (E) For avoidance of doubt, the provisions of this SECTION 10.14 shall
not affect or diminish the Company's obligations, if any, pursuant to ARTICLE IV
with respect to a Make-Whole Fundamental Change.

          (F) Nothing in this SECTION 10.14 shall prevent an adjustment to the
Conversion Rate pursuant to SECTION 10.05 in respect of a Make-Whole Fundamental
Change.


                               XI. TAX TREATMENT

     11.01 TAX TREATMENT.

The Company hereby agrees and by purchasing an interest in a Security, each
Holder and each Person (including an entity) that acquires a direct or indirect
beneficial interest in the Security hereby agrees that such Person shall (except
to the extent otherwise required by final administrative or judicial
determinations to the contrary) treat the Securities as indebtedness of the
Company for all U.S. federal income tax purposes.

     11.02 TAX WITHHOLDING OBLIGATIONS.

          By purchasing an interest in a Security, each Holder and each Person
(including an entity) that acquires a direct or indirect beneficial interest in
a Security hereby agrees:

          (A) that the Company may withhold any tax, to the extent it is
required to do so under any law or regulation (whether based on accrued,
constructive or cash income), from any payments of cash or ADSs (including ADSs
to be paid upon conversion) to be made to a Holder or Person holding a direct or
indirect beneficial interest in a Security or in ADSs received upon conversion
of a Security; and

          (B) that if the Company pays any withholding taxes on behalf of a
Holder or Person holding a direct or indirect beneficial interest in a Security,
as a result of an adjustment to the Conversion Rate or a failure to make an
adjustment to the Conversion Rate, the Company may, in its discretion, reduce
any payments to such Holder or Person of cash or ADSs (including any ADSs to be
paid upon conversion) on the Security by the amounts of any such withholding
taxes paid.


                               XII. MISCELLANEOUS

     12.01 TRUST INDENTURE ACT CONTROLS.

                                      -70-


          If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision of the TIA shall control.

     12.02 NOTICES.

          Any notice or communication by the Company, the Trustee or the
Securities Agent to one another shall be deemed to be duly given if made in
writing and delivered:

          (A) by hand (in which case such notice shall be effective upon
delivery);

          (B) by facsimile (in which case such notice shall be effective upon
receipt of confirmation of good transmission thereof); or

          (C) by overnight delivery by a nationally recognized courier service
(in which case such notice shall be effective on the Business Day immediately
after being deposited with such courier service),

          in each case to the other party's address or facsimile number, as
applicable, set forth in this SECTION 12.02. Each of the Company, the Trustee
and the Securities Agent, by notice to the others, may designate additional or
different addresses or facsimile numbers for subsequent notices or
communications.

          Any notice or communication to a Holder shall be mailed to its address
shown on the register kept by the Registrar. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

          If a notice or communication is mailed in the manner provided above,
it is duly given, whether or not the addressee receives it.

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and the Securities Agent at the same time. If the
Trustee or the Securities Agent is required, pursuant to the express terms of
this Indenture or the Securities, to mail a notice or communication to Holders,
the Trustee or the Securities Agent, as the case may be, shall also mail a copy
of such notice or communication to the Company.

          All  notices or communications shall be in writing.

The Company's address is:

Suntech Power Holdings Co., Ltd.
17-6 Changjiang South Road
New District, Wuxi
Jiangsu Province 214028
People's Republic of China
Attn: Chief Financial Officer
Facsimile: +86-510-8534-4448
Phone: +86-510-8531-8888

                                      -71-


The Trustee and Securities Agent's address is:

Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware  19890-0001
Attention: Corporate Capital Markets/Suntech
Facsimile: 302-636-4145
Phone: 302-636-6000

     12.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

          Holders may communicate pursuant to TIA Section 312(h) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Securities Agent, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

     12.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

          Upon any request or application by the Company to the Trustee or the
Securities Agent to take any action under this Indenture, the Company shall
furnish to the Trustee or the Securities Agent, as applicable:

               (i) an Officer's Certificate stating that, in the opinion of the
          signatories to such Officer's Certificate, all conditions precedent,
          if any, provided for in this Indenture relating to the proposed action
          have been complied with; and

               (ii) an Opinion of Counsel stating that, in the opinion of such
          counsel, all such conditions precedent have been complied with.

          Each signatory to an Officer's Certificate or an Opinion of Counsel
may (if so stated) rely, effectively, upon an Opinion of Counsel as to legal
matters and an Officer's Certificate or certificates of public officials as to
factual matters, as the case may be, if such signatory reasonably and in good
faith believes in the accuracy of the document relied upon.

     12.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

          Each Officer's Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

               (i) a statement that the person making such certificate or
          opinion has read such covenant or condition;

               (ii) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

                                      -72-


               (iii) a statement that, in the opinion of such person, he or she
          has made such examination or investigation as is necessary to enable
          him or her to express an informed opinion as to whether or not such
          covenant or condition has been complied with; and

               (iv) a statement as to whether or not, in the opinion of such
          person, such condition or covenant has been complied with.

     12.06 RULES BY TRUSTEE AND AGENTS.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar, Paying Agent, Securities Agent and Conversion Agent may
make reasonable rules and set reasonable requirements for their respective
functions.

     12.07 LEGAL HOLIDAYS.

          A "BUSINESS DAY" means any weekday that is not a day on which banking
institutions in the City of New York are authorized or obligated to close. A
"LEGAL HOLIDAY" is a day that is not a Business Day. If a payment date is a
Legal Holiday, payment may be made at that place on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue on that payment for the
intervening period.

     12.08 DUPLICATE ORIGINALS.

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement. Delivery of an executed counterpart by facsimile shall be effective
as delivery of a manually executed counterpart thereof.

     12.09 GOVERNING LAW.

          The laws of the State of New York shall govern this Indenture and the
Securities.

     12.10 SUBMISSION TO JURISDICTION

          The parties hereby submit to the non-exclusive jurisdiction of any
United States Federal or New York State court sitting in the Borough of
Manhattan in the City of New York solely for the purpose of any legal action or
proceeding brought to enforce their obligations hereunder or with respect to any
Security.

          As long as any of the Securities remain outstanding or the parties
hereto have any obligation under this Indenture, the Company shall have an
authorized agent upon whom process may be served in any such legal action or
proceeding. Service of process upon such agent and written notice of such
service mailed or delivered to the Company shall to the extent permitted by law
be deemed in every respect effective service of process upon the Company in any
such legal action or proceeding and, if it fails to maintain such an agent, any
such process or summons may be served by mailing a copy thereof by registered
mail, or a form of mail substantially equivalent thereto, addressed to it at its
address as provided for notices hereunder. The Company hereby appoints CT
Corporation System at 111 Eighth Avenue, New York, New York 10011, as

                                      -73-


its agent for such purposes, and covenants and agrees that service of process in
any legal action or proceeding may be made upon it at such office of such agent.

          The Company irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of venue of
any such action or proceeding in the Supreme Court of the State of New York,
County of New York or the United States District Court for the Southern District
of New York and any claim that any such action or proceeding brought in any such
court has been brought in an inconvenient forum.

          The Company irrevocably agrees that, should any such action or
proceeding be brought against it arising out of or in connection with this
Indenture, no immunity (to the extent that it may now or hereafter exist,
whether on the ground of sovereignty or otherwise) from such action or
proceeding, from attachment (whether in aid of execution, before judgment or
otherwise) of its property, assets or revenues, or from execution or judgment
wherever brought or made, shall be claimed by it or on its behalf or with
respect to its property, assets or revenues, any such immunity being hereby
irrevocably waived by the Company to the fullest extent permitted by law.

     12.11 JUDGMENT CURRENCY

          In respect of any judgment or order given or made for any amount due
hereunder that is expressed and paid in a currency (the "JUDGMENT CURRENCY")
other than United States dollars, the Company will indemnify the Trustee and the
Security Agents against any loss incurred by the Trustee, the Securities Agent
or any other agent as a result of any variation as between (a) the rate of
exchange at which the United States dollar amount is converted into the judgment
currency for the purpose of such judgment or order and (b) the rate of exchange
at which the Trustee, the Securities Agent or any agent is able to purchase
United States dollars with the amount of the judgment currency actually received
by the Trustee, the Securities Agent or any agent. The foregoing indemnity shall
constitute a separate and independent obligation of the Company and shall
continue in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "rate of exchange" shall include any premiums and costs of
exchange payable in connection with the purchase of or conversion into United
States dollars.

     12.12 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

     12.13 SUCCESSORS.

          All agreements of the Company in this Indenture and the Securities
shall bind its successors and assigns. All agreements of the Trustee in this
Indenture shall bind its successors and assigns.

     12.14 SEPARABILITY.

          In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in

                                      -74-


any way be affected or impaired thereby and a Holder shall have no claim
therefor against any party hereto.

     12.15 TABLE OF CONTENTS, HEADINGS, ETC.

          The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

     12.16 CALCULATIONS IN RESPECT OF THE SECURITIES.

          The Company shall make all calculations under this Indenture and the
Securities (including, without limitation, the Conversion Values, the Conversion
Price and any adjustments to the Conversion Rate pursuant hereto) in good faith.
In the absence of manifest error, such calculations shall be final and binding
on all Holders. The Company shall provide a copy of such calculations to the
Trustee and the Securities Agent as requested or required hereunder, and each of
the Trustee and the Securities Agent shall be entitled to rely on the accuracy
of any such calculation without independent verification. Neither the Trustee
nor the Securities Agent shall have any obligation to calculate or determine or
verify the calculation or determination of the Conversion Rate, the Conversion
Price or the Conversion Values. The Trustee and/or the Securities Agent shall
forward the Company's calculations to any Holder upon request of such Holder.

     12.17 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR
           SHAREHOLDERS.

          None of the Company's past, present or future directors, officers,
employees or shareholders, as such, shall have any liability for any of the
Company's obligations under this Indenture or the Securities or for any claim
based on, or in respect or by reason of, such obligations or their creation. By
accepting a Security, each holder waives and releases all such liability. This
waiver and release is part of the consideration for the issue of the Securities.

 [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

                                      -75-


          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the date first above written.

                                            
                                               SUNTECH POWER HOLDINGS CO., LTD.

                                               By: /s/ Amy Zhang
                                                  ------------------------------
                                                  Name:  Amy Zhang
                                                  Title: Chief Financial Officer



                                   [Indenture]


                                  
                                     WILMINGTON TRUST COMPANY

                                     By: /s/ Michael G. Oller, Jr.
                                        ----------------------------------------
                                        Name:  Michael G. Oller, Jr.
                                        Title: Senior Financial Services Officer



                                  [Indenture]


                                                                       EXHIBIT A

                               [Face of Security]

                        SUNTECH POWER HOLDINGS CO., LTD.

Certificate No.

    [INSERT PRIVATE PLACEMENT LEGEND AND GLOBAL SECURITY LEGEND, AS REQUIRED]

                     3.00% Convertible Senior Note due 2013

                              CUSIP No. 86800C AD6

     Suntech Power Holdings Co., Ltd., a company with limited liability under
the laws of the Cayman Islands (the "COMPANY"), for value received, hereby
promises to pay to Cede & Co., or its registered assigns, the principal sum of
- -dollars ($-) on March 15, 2013 and to pay interest thereon, as provided on the
reverse hereof, until the principal and any unpaid and accrued interest are paid
or duly provided for.

     Interest Payment Dates: March 15 and September 15, with the first payment
to be made on September 15, 2008.

     Record Dates: March 1 and September 1.

     The provisions on the back of this certificate are incorporated as if set
forth on the face hereof.

                                      A-1-1


     IN WITNESS WHEREOF, Suntech Power Holdings Co., Ltd. has caused this
instrument to be duly signed.



                                             
                                                SUNTECH POWER HOLDINGS CO., LTD.

                                                By:
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                     A-1-2


CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the
within-mentioned indenture.

WILMINGTON TRUST COMPANY, as Trustee

By:
   ---------------------------------------------
              Authorized Signatory

Dated:
      --------------------------------

                                     A-1-3


                              [REVERSE OF SECURITY]

                        SUNTECH POWER HOLDINGS CO., LTD.

                     3.00% CONVERTIBLE SENIOR NOTE DUE 2013

     1. INTEREST. Suntech Power Holdings Co., Ltd, a company with limited
liability under the laws of the Cayman Islands (the "COMPANY"), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above. The Company will pay interest, payable semi-annually in arrears, on March
15 and September 15 of each year, with the first payment to be made on September
15, 2008. Interest on the Securities will accrue on the principal amount from,
and including, the most recent date to which interest has been paid or provided
for or, if no interest has been paid, from, and including, March 17, 2008, in
each case to, but excluding, the next interest payment date or Maturity Date, as
the case may be Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     2. MATURITY. The Securities will mature on March 15, 2013.

     3. METHOD OF PAYMENT. Except as provided in the indenture (as defined
below), the Company will pay interest on the Securities to the persons who are
Holders of record of the Securities at the close of business on the record date
set forth on the face of this Security next preceding the applicable interest
payment date. Holders must surrender the Securities to a Paying Agent to collect
the principal amount or Fundamental Change Repurchase Price of the Securities,
plus, if applicable, accrued and unpaid interest, if any, payable as herein
provided upon Repurchase Upon Fundamental Change. The Company will pay, in money
of the United States that at the time of payment is legal tender for payment of
public and private debts, all amounts due in cash with respect to the
Securities, which amounts shall be paid (A) in the case this Security is in
global form, by wire transfer of immediately available funds to the account
designated by the Depositary or its nominee; (B) in the case this Security is
held, other than global form, by a Holder of more than five million dollars
($5,000,000) in aggregate principal amount of the Securities, by wire transfer
of immediately available funds to the account specified by such Holder or, if
such Holder does not specify an account, by mailing a check to the address of
such Holder set forth in the register of the Registrar; and (C) in the case this
Security is held, other than global form, by a Holder of five million dollars
($5,000,000) or less in aggregate principal amount of the Securities, by mailing
a check to the address of such Holder set forth in the register of the
Registrar.

     4. PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, Wilmington Trust
Company, (the "SECURITIES AGENT") will act as Paying Agent, Registrar, Bid
Solicitation Agent and Conversion Agent. The Company may change any Paying
Agent, Registrar, Bid Solicitation Agent or Conversion Agent without notice.

     5. INDENTURE. The Company issued the Securities under an Indenture dated as
of March 17, 2008 (the "INDENTURE") among the Company, Wilmington Trust Company,
as trustee (the "TRUSTEE"), and the Securities Agent. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA") as amended and in effect from time to time. The
Securities are subject to all such terms, and Holders are referred to the
Indenture and the TIA for

                                     A-1-4


a statement of such terms. The Securities are general unsecured senior
obligations of the Company limited to $575,000,000 aggregate principal amount,
except as otherwise provided in the Indenture (except for the Securities issued
in substitution for destroyed, mutilated, lost or stolen the Securities). Terms
used herein without definition and which are defined in the Indenture have the
meanings assigned to them in the Indenture.

     6. REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE. Subject to the
terms and conditions of the Indenture, in the event of a Fundamental Change,
each Holder of the Securities shall have the right, at the Holder's option, to
require the Company to repurchase such Holder's Securities including any portion
thereof which is $1,000 in principal amount or any integral multiple thereof on
a date selected by the Company (the "FUNDAMENTAL CHANGE REPURCHASE DATE"), which
date is no later than thirty five (35) days, nor earlier than twenty (20) days,
after the date on which notice of such Fundamental Change is mailed in
accordance with the Indenture, at a price payable in cash equal to one hundred
percent (100%) of the principal amount of such Security, plus accrued and unpaid
interest to, but excluding, the Fundamental Change Repurchase Date; provided,
however, that if such Fundamental Change Repurchase Date is after a record date
for the payment of an installment of interest and on or before the related
interest payment date, then the accrued and unpaid interest, if any, to, but
excluding, such interest payment date will be paid on such interest payment date
to the Holder of record of such Securities at the close of business on such
record date, and the Holder surrendering such Securities for repurchase will not
be entitled to any such accrued and unpaid interest unless such Holder was also
the Holder of record of such Securities at the close of business on such record
date.

     7. CONVERSION.

          Conversion Based on Closing Sale Price of Common Stock. At any time
prior to the third Business Day immediately preceding the Maturity Date and
subject to earlier Repurchase Upon Fundamental Change, Holders may surrender
Securities in integral multiples of $1,000 principal amount for conversion into,
at the Company's election, cash, ADSs or a combination thereof, on any Business
Day of a calendar quarter after the calendar quarter ending June 30, 2008, if
the Closing Sale Price for each of twenty (20) or more Trading Days in a period
of thirty (30) consecutive Trading Days ending on the last Trading Day of the
immediately preceding calendar quarter exceeds one hundred percent (100%) of the
Conversion Price of the Securities in effect on the last Trading Day of the
immediately preceding calendar quarter. Solely for purposes of determining
whether the Securities shall have become convertible pursuant to this paragraph,
the Board of Directors shall, in its good faith determination, which shall be
described in a Board Resolution, make appropriate adjustments to the Closing
Sale Prices and/or such Conversion Price used to determine whether the
Securities shall have become convertible pursuant to this paragraph to account
for any adjustments to the Conversion Rate which shall have become effective, or
any event requiring an adjustment to the Conversion Rate where the Ex Date of
such event occurs, during the period of thirty (30) consecutive Trading Days
ending on the last Trading Day of the immediately preceding calendar quarter.

          Conversion Upon Satisfaction of Trading Price Condition. At any time
prior to the third Business Day immediately preceding the Maturity Date and
subject to earlier Repurchase Upon Fundamental Change, Holders may surrender
Securities in integral multiples

                                     A-1-5


of $1,000 principal amount for conversion into, at the Company's election, cash,
ADSs or a combination thereof, during the five (5) consecutive Business Days
immediately after any five (5) consecutive Trading Day period (such five (5)
consecutive Trading Day period, the "NOTE MEASUREMENT PERIOD") in which the
average Trading Price per $1,000 principal amount of the Securities was equal to
or less than ninety-seven percent (97%) of the average Conversion Value (as
defined below) during the Note Measurement Period (such condition, the "TRADING
PRICE CONDITION"). The Bid Solicitation Agent shall not have any obligation to
determine the Trading Price unless the Company has requested such determination
in writing, and the Company shall have no obligation to make such request unless
a Holder provides the Company with reasonable evidence that the Trading Price
per $1,000 principal amount of the Securities would be equal to or less than
ninety-seven percent (97%) of the product of the Closing Sale Price and the
Conversion Rate. Upon receipt of such evidence, the Company shall instruct the
Bid Solicitation Agent in writing to determine the Trading Price per $1,000
principal amount of the Securities for each of the five (5) successive Trading
Days immediately after the Company receives such evidence and on each Trading
Day thereafter until the first Trading Day on which the Trading Price Condition
is no longer satisfied. For purposes of this paragraph, the "CONVERSION VALUE"
per $1,000 principal amount of Securities, on a given Trading Day, means the
product of the Closing Sale Price on such Trading Day and the Conversion Rate in
effect on such Trading Day.

          Conversion Upon Certain Distributions. At any time prior to the third
Business Day immediately preceding the Maturity Date and subject to earlier
Repurchase Upon Fundamental Change, if the Company takes any action, or becomes
aware of any event, that would require an adjustment to the Conversion Rate
pursuant to SECTIONS 10.05(h), 10.05(c), I0.05(d) or 10.05(e) of the Indenture,
the Securities may be surrendered for conversion in integral multiples of $1,000
principal amount into, at the Company's election, cash, ADSs or a combination
thereof beginning on the date the Company mails the notice to the Holders as
provided in SECTION 10.10 of the Indenture (or, if earlier, the date the Company
is required to mail such notice) and at any time thereafter until the close of
business on the Business Day immediately preceding the Ex Date of the applicable
transaction or until the Company announces that such transaction will not take
place.

          Conversion Upon Occurrence of Certain Corporate Transactions. At any
time prior to the third Business Day immediately preceding the Maturity Date and
subject to earlier Repurchase Upon Fundamental Change, if either:

     (i) a Fundamental Change occurs; or

     (ii) the Company is a party to a consolidation, merger, binding share
exchange, reconstruction, amalgamation or other similar arrangement pursuant to
which the Ordinary Shares (including Ordinary Shares represented by the ADSs)
would be converted into or exchanged for, or would constitute solely the right
to receive, cash, securities or other property,

then, in each case, the Securities may be surrendered for conversion into cash
and, if applicable, shares of Common Stock at any time during the period that
begins on, and includes, the date that is thirty (30) scheduled trading days
prior to the date originally announced by the Company as the anticipated
effective date of such Fundamental Change, consolidation, merger, binding share
exchange, reconstruction, amalgamation or other similar arrangement (which
anticipated

                                      A-1-6


effective date the Company shall disclose, in good faith, in the written notice,
public announcement and publication referred to in SECTION 10.01(C) of the
Indenture) and ends on, and includes, the date that is thirty (30) business days
after the actual effective date of such Fundamental Change, consolidation,
merger, binding share exchange, reconstruction, amalgamation or other similar
arrangement; provided, however, that if such Fundamental Change, consolidation,
merger, binding share exchange, reconstruction, amalgamation or other similar
arrangement shall also constitute a Make-Whole Fundamental Change, then the
Securities may also be surrendered for conversion into, at the Company's
election, cash, ADSs or a combination thereof at any time during the Make-Whole
Conversion Period applicable to such Make-Whole Fundamental Change.

          Conversion During Three Months Prior to Maturity. Subject to earlier
Repurchase Upon Fundamental Change, the Securities may be surrendered for
conversion into, at the Company's election, cash, ADSs or a combination thereof
at any time during the period from, and including, December 15, 2012 to, and
including, the third Business Day proceeding the Maturity Date.

          To convert a Security, a Holder must (1) complete and sign a notice in
substantially the form set forth in EXHIBIT A to the Indenture which Holders
must complete, execute and deliver to the Conversion Agent, with a copy to the
Company and The Bank of New York, as the depositary under the Deposit Agreement,
dated as of December 13, 2005, among the Company, The Bank of New York, and the
holders and beneficial owners from time to time of the ADSs issued thereunder,
as supplemented by the letter agreement dated as of March 17, 2008 between the
Company and The Bank of New York, in connection with any conversion of
Securities (the "CONVERSION NOTICE"), with appropriate signature guarantee, on
the back of the Security, (2) surrender the Security to a Conversion Agent, (3)
furnish appropriate endorsements and transfer documents if required by the
Registrar or Conversion Agent, (4) pay the amount of interest, if any, the
Holder must pay in accordance with the Indenture and (5) pay any tax or duty if
required pursuant to the Indenture. A Holder may convert a portion of a Security
if the portion is $1,000 principal amount or an integral multiple of $1,000
principal amount.

          Upon conversion of a Security, the Holder thereof shall be entitled to
receive, at the Company's election, the cash, ADSs or a combination thereof
payable upon conversion in accordance with ARTICLE X of the Indenture.

          The initial Conversion Rate is 24.3153 ADSs per $1,000 principal
amount of Securities (which results in an effective initial Conversion Price of
approximately $41.13 per ADS) subject to adjustment in the event of certain
circumstances as specified in the Indenture. The Company will deliver cash in
lieu of any fractional share. On conversion, no payment or adjustment for any
unpaid and accrued interest or additional interest on the Securities will be
made. If a Holder surrenders a Security for conversion after the close of
business on the record date for the payment of an installment of interest and
prior to the related interest payment date, such Security, when surrendered for
conversion, must be accompanied by payment of an amount equal to the interest
thereon which the registered Holder at the close of business on such record date
is to receive (other than overdue interest, if any, that has accrued on such
Security).

                                     A-1-7


          The Conversion Rate applicable to each Security that is surrendered
for conversion, in accordance with the Securities and ARTICLE X of the
Indenture, at any time during the Make-Whole Conversion Period with respect to a
Make-Whole Fundamental Change shall be increased to an amount equal to the
Conversion Rate that would, but for SECTION 10.14 of the Indenture, otherwise
apply to such Security pursuant to ARTICLE X of the Indenture, plus an amount
equal to the Make-Whole Applicable Increase; provided, however, that such
increase to the Conversion Rate shall not apply if such Make-Whole Fundamental
Change is announced by the Company but shall not be consummated.

     8. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered
form, without coupons, in denominations of $1,000 principal amount and integral
multiples of $1,000 principal amount. The transfer of the Securities may be
registered and the Securities may be exchanged as provided in the Indenture. The
Securities Agent may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents. No service charge shall be made
for any such registration of transfer or exchange, but the Company and the
Securities Agent may require payment of a sum sufficient to cover any tax or
similar governmental charge that may be imposed in connection with certain
transfers or exchanges. The Company or the Securities Agent, as the case may be,
shall not be required to register the transfer of or exchange any Security for
which a Purchase Notice has been delivered, and not withdrawn, in accordance
with the Indenture, except the unrepurchased portion of the Securities being
repurchased in part.

     9. PERSONS DEEMED OWNERS. The registered Holder of a Security may be
treated as the owner of such Security for all purposes.

     10. MERGER OR CONSOLIDATION. Except as provided in the Indenture, the
Company shall not consolidate or amalgamate with, or merge with or into, or
reconstruct or enter into similar arrangements with, or sell, transfer, lease,
convey or otherwise dispose of all or substantially all of the property or
assets of the Company to, another person, whether in a single transaction or
series of related transactions, unless, among other things, (i) such other
person is a corporation organized and existing under the laws of the Cayman
Islands, the British Virgin Islands, Bermuda, Hong Kong, the United States, any
State of the United States or the District of Columbia; (ii) such person assumes
by supplemental indenture all the obligations of the Company under the
Securities and the Indenture; and (iii) immediately after giving effect to the
transaction, no Default or Event of Default shall exist.

     11. AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions, the
Indenture or the Securities may be amended or supplemented with the consent of
the Holders of at least a majority in aggregate principal amount of the
outstanding Securities, and certain existing Defaults or Events of Default may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. In accordance with the terms of the
Indenture, the Company may amend or supplement this Indenture or the Securities
without notice to or the consent of any Securityholder: (i) to comply with
SECTIONS 5.01 and 10.11 of the Indenture; (ii) to provide for the issuance of
additional Securities pursuant to any exercise by the Initial Purchasers of
their option to cover over-allotments, if any; (iii) to make any changes or
modifications to the Indenture necessary in connection with the registration of
the public offer and sale of the Securities under the Securities Act pursuant to
the Registration

                                     A-1-8


Rights Agreement or the qualification of the Indenture under the TIA; (iv) to
evidence and provide the acceptance of the appointment of a successor Trustee
under the Indenture; (v) to secure the obligations of the Company in respect of
the Securities; (vi) to add to the covenants of the Company described in the
Indenture for the benefit of Securityholders or to surrender any right or power
conferred upon the Company; (vii) to make provisions with respect to adjustments
to the Conversion Rate as required by the Indenture or to increase the
Conversion Rate in accordance with the Indenture; and (viii) to make any changes
of a formal minor or technical nature or necessary to correct a manifest error
or comply with mandatory provisions of applicable law as evidence by an Opinion
of Counsel as long as such change does not adversely affect the rights of the
Holders of the Securities in any material respect. In addition, the Company, the
Trustee and the Securities Agent may enter into a supplemental indenture without
the consent of Holders of the Securities to cure any ambiguity, defect, omission
or inconsistency in the Indenture in a manner that does not, individually or in
the aggregate with all other modifications made or to be made to the Indenture,
adversely affect the rights of any Holder in any material respect.

     12. DEFAULTS AND REMEDIES.

          If an Event of Default (excluding an Event of Default specified in
SECTION 6.01(viii) or (ix) of the Indenture with respect to the Company (but
including an Event of Default specified in SECTION 6.01(viii) or (ix) of the
Indenture solely with respect to a Significant Subsidiary of the Company or any
group of Subsidiaries that in the aggregate would constitute a Significant
Subsidiary of the Company)) occurs and is continuing, the Trustee by notice to
the Company or the Holders of at least twenty five percent (25%) in principal
amount of the Securities then outstanding by notice to the Company and the
Trustee may declare the Securities to be due and payable. Upon such declaration,
the principal of, and any premium and accrued and unpaid interest (including any
additional interest) on, all Securities shall be due and payable immediately. If
an Event of Default specified in SECTION 6.01(viii) or (ix) of the Indenture
with respect to the Company (excluding, for purposes of this sentence, an Event
of Default specified in SECTION 6.01(viii) or (ix) of the Indenture solely with
respect to a Significant Subsidiary of the Company or any group of Subsidiaries
that in the aggregate would constitute a Significant Subsidiary of the Company)
occurs, the principal of, and premium and accrued and unpaid interest (including
any additional interest) on, all the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. The Holders of a majority in aggregate principal
amount of the Securities then outstanding by written notice to the Trustee may
rescind or annul an acceleration and its consequences if (A) the rescission
would not conflict with any order or decree, (B) all existing Events of Default,
except the nonpayment of principal, premium or interest (including additional
interest) that has become due solely because of the acceleration, have been
cured or waived and (C) all amounts due to the Trustee and the Securities Agent
under SECTION 7.07 of the Indenture have been paid.

     Notwithstanding the foregoing, if the Company so selects, the sole remedy
of Holders for an Event of Default relating to any obligation the Company may
have or is deemed to have pursuant to TIA Section 314(a)(1) relating to the
failure of the Company to file any document or report that the Company is
required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act or of the covenant in SECTION 4.03 of the Indenture shall for the first
ninety (90)

                                     A-1-9


days after the occurrence of such Event of Default consist exclusively of the
right to receive additional interest on the Securities at an annual rate equal
to 0.25% of the principal amount of the Securities. Any such additional interest
shall be payable in the same manner and on the same dates as the stated interest
payable on the Securities. The additional interest shall accrue on all
outstanding Securities from and including the date on which an Event of Default
relating to a failure to comply with the reporting obligations in this Indenture
first occurs to but not including the ninetieth (90th) day thereafter (or such
earlier date on which such Event of Default shall have been cured or waived). On
such ninetieth (90th) day (or earlier, if such Event of Default is cured or
waived prior to such ninetieth (90th) day), such additional interest shall cease
to accrue and the Securities shall be subject to acceleration as provided in the
preceding paragraph if such Event of Default is continuing. For the avoidance of
doubt, the additional interest shall not begin to accrue until the Company fails
to perform the covenant in SECTION 4.03 of the Indenture for a period of sixty
(60) days after notice of such failure to the Company by the Trustee or to the
trustee and the Company by Holders of at least twenty-five percent (25%) in
aggregate principal amount of the Securities then outstanding in accordance with
this Indenture.

     Notwithstanding the preceding paragraph, if an event of default under any
other series of debt securities of the Company occurs as a result of the failure
of the Company to file any such document or report and such event of default
results in the principal amount of such other debt securities becoming due and
payable, then the Extension Right shall no longer apply and the Securities shall
be subject to acceleration as provided in the first paragraph of Section 6.02 of
the Indenture.

          Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Holders of a majority in aggregate principal
amount of the Securities then outstanding may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or the Indenture, is unduly
prejudicial to the rights of other Holders or would involve the Trustee in
personal liability unless the Trustee is offered indemnity satisfactory to it;
provided, that the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

          If a Default or Event of Default occurs and is continuing as to which
the Trustee has received written notice pursuant to the provisions of the
Indenture, or as to which a Responsible Officer of the Trustee shall have actual
knowledge, the Trustee shall mail to each Holder a notice of the Default or
Event of Default within thirty (30) days after it occurs unless such Default or
Event of Default has been cured or waived. Except in the case of a Default or
Event of Default in payment of any amounts due with respect to any Security, the
Trustee may withhold the notice if, and so long as it in good faith determines
that, withholding the notice is in the best interests of Holders. The Company
must deliver to the Trustee and the Securities Agent an annual compliance
certificate.

          The Company will pay interest on any overdue installments of interest
at the rate per annum of 2.0%.

     13. REGISTRATION RIGHTS. The Holders are entitled to registration rights as
set forth in the Registration Rights Agreement. The Holders shall be entitled to
receive additional interest in certain circumstances, all as set forth in the
Registration Rights Agreement.

                                     A-1-10


     14. TRUSTEE'S AND SECURITIES AGENT'S DEALINGS WITH THE COMPANY. Each of the
Trustee and the Securities Agent, and each banking institution, if any, serving
as successor Trustee or Securities Agent thereunder, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for, the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not Trustee or Securities Agent, as applicable,
and to the extent permitted by the TIA.

     15. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee or shareholder, as such, of the Company shall have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Security.

     16. AUTHENTICATION. This Security shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent in accordance
with the Indenture.

     17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entirety), JT TEN (= joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to
Minors Act).

     THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT
CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

                        SUNTECH POWER HOLDINGS CO., LTD.
                           17-6 Changjiang South Road
                               New District, Wuxi
                            Jiangsu Province 214028
                           People's Republic of China

                                     A-1-11



                              [FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

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


- --------------------------------------------------------------------------------
(please print or type name and address)


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


- --------------------------------------------------------------------------------
the within Security and all rights thereunder, and hereby irrevocably constitute
and appoint


- --------------------------------------------------------------------------------
Attorney to transfer the Security on the books of the Company with full power of
substitution in the premises

Dated:
      ----------------------     -----------------------------------------------

                                 NOTICE: The signature on this assignment
                                 must correspond with the name as it appears
                                 upon the face of the within Security in every
                                 particular without alteration or enlargement
                                 or any change whatsoever and be guaranteed by a
                                 guarantor institution participating in the
                                 Securities Transfer Agents Medallion Program
                                 or in such other guarantee program acceptable
                                 to the Registrar.

Signature Guarantee:
                    ------------------------------------------------------------

                                     A-1-12

In connection with any transfer of this Security occurring prior to the date
which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended, covering resales of this Security (which effectiveness shall not have
been suspended or terminated at the date of the transfer) and (ii) the Resale
Restriction Termination Date, the undersigned confirms that it is making, and it
has not utilized any general solicitation or general advertising in connection
with, the transfer:

                                  [Check One]



(1)         to the Company or any Subsidiary thereof, or
     -----

(2)         pursuant to, and in compliance with, the exemption from registration
     -----  provided by Rule 144A under the Securities Act of 1933, as amended,
            or
(3)         pursuant to, and in compliance with, the exemption from registration
     -----  provided by Rule 144 under the Securities Act of 1933, as amended,
            or
(4)         pursuant to, and in compliance with, an exemption from registration
     -----  under the Securities Act of 1933, as amended, other than Rule 144A
            or Rule 144, or
(5)         pursuant to an effective registration statement under the Securities
     -----  Act of 1933, as amended,

and, unless the box below is checked, the undersigned confirms that this
Security is not being transferred to an "affiliate" of the Company (an
"Affiliate") as defined in Rule 144 under the Securities Act of 1933, as
amended:

          The transferee is an Affiliate of the Company. (If the Security is
transferred to an Affiliate, the restrictive legend must remain on the Security
for at least two (2) years following the date of the transfer.)

Unless one of the items (1) through (5) is checked, the Registrar will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if item
(3) or (4) is checked, the Company or the Registrar may require, prior to
registering any such transfer of the Securities, in their sole discretion, such
written legal opinions, certifications and other information as the Registrar or
the Company have reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended. If item (2)
is checked, the purchaser must complete the certification below.

If none of the foregoing items are checked, the Registrar shall not be obligated
to register this Security in the name of any person other than the Holder hereof
unless and until the conditions to any such transfer of registration set forth
herein and in the Indenture shall have been satisfied.


Dated:                           Signed:
      ----------------------     -----------------------------------------------
                                 (Sign exactly as name appears on the other side
                                 of this Security)
Signature Guarantee:
                    ------------------------------------------------------------

                                     A-1-13


TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Security for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A and acknowledges that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:
      ----------------------     -----------------------------------------------
                                 NOTICE: To be executed by an executive officer

                                     A-1-14



                               CONVERSION NOTICE

To convert this Security in accordance with the Indenture, check the box: [ ]


To convert only part of this Security, state the principal amount to be
converted (must be in multiples of $1,000):


                               $
                                ------------------

If you want the certificate representing the ADSs, if any, issuable upon
conversion made out in another person's name, fill in the form below:


- --------------------------------------------------------------------------------
(Insert other person's soc. sec. or tax I.D. no.)

The undersigned hereby certifies that it (or if it is acting for the account of
one or more persons, that each such person):

is not, and has not been, during the three months immediately preceding the date
hereof, an affiliate of the Company (within the meaning of Rule 144 under the
Securities Act of 1933, as amended): [ ]

is, or was at a time during the three months immediately preceding the date
hereof, an affiliate of the Company (within the meaning of Rule 144 under the
Securities Act of 1933, as amended): [ ]


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

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

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

- --------------------------------------------------------------------------------
(Print or type other person's name, address and zip code)

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


                              
Date:                            Signature(s):
     -----------------------                  ----------------------------------

                                 -----------------------------------------------
                                 (Sign exactly as your name(s) appear(s) on the
                                 other side of this Security)

Signature(s) guaranteed by:
                                 -----------------------------------------------
                                 (All signatures must be guaranteed by a
                                 guarantor institution participating in the
                                 Securities Transfer Agents Medallion Program or
                                 in such other guarantee program acceptable to
                                 the Securities Agent.)



                                     A-1-15



                                PURCHASE NOTICE

Certificate No. of Security:
                            ----------

          If you want to elect to have only part of this Security repurchased by
the Company pursuant to SECTIONS 3.02 of the Indenture, state the principal
amount to be so purchased by the Company:

                    $
                     --------------------------------------
                      (in an integral multiple of $1,000)


                              
Date:                            Signature(s):
     ----------------------                   ----------------------------------

                                 -----------------------------------------------
                                 (Sign exactly as your name(s) appear(s) on the
                                 other side of this Security)


Signature(s) guaranteed by:
                                 -----------------------------------------------
                                 (All signatures must be guaranteed by a
                                 guarantor institution participating in the
                                 Securities Transfer Agents Medallion Program or
                                 in such other guarantee program acceptable to
                                 the Securities Agent.)



                                     A-1-16



                                   SCHEDULE A

           SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL Security(1)

          The following exchanges of a part of this Global Security for an
interest in another Global Security or for Securities in certificated form, have
been made:


                                                                                   
                                                                       Principal amount of
                     Amount of decrease in     Amount of Increase          this Global             Signature or
                      Principal amount of      in Principal amount     Security following      authorized signatory
                          this Global            of this Global          such decrease         of Securities Agent
Date of Exchange           Security                 Security              or increase           or Note Custodian



- ---------

(1) This included in Global Securities only.

                                     A-1-17


                                                                     EXHIBIT B-1

                        FORM OF PRIVATE PLACEMENT LEGEND

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

     (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A
"QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO
EACH SUCH ACCOUNT, AND

     (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN PRIOR
TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y)
SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT ONLY:

     (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

     (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER
THE SECURITIES ACT, OR

     (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT, OR

     (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

     PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE,
A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM
THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY
TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE
THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR
OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

     THE AMERICAN DEPOSITARY SHARES ISSUABLE UPON CONVERSION OF THE NOTE ARE
SUBJECT TO THE DEPOSIT AGREEMENT (AS SUPPLEMENTED) DATED DECEMBER 13, 2005
BETWEEN THE COMPANY AND THE BANK OF NEW YORK, AS DEPOSITARY. IN CERTAIN
CIRCUMSTANCES, THE AMERICAN DEPOSITARY SHARES ISSUABLE UPON CONVERSION OF THE
NOTE WILL BE ISSUED AND DELIVERED IN THE FORM OF RESTRICTED AMERICAN DEPOSITARY
SHARES AND WILL BE SUBJECT TO TRANSFER RESTRICTIONS AS AGREED TO BETWEEN THE
DEPOSITARY AND THE COMPANY.

     THIS SECURITY SHALL BE ENTITLED TO THE BENEFITS OF THAT CERTAIN
REGISTRATION RIGHTS AGREEMENT, DATED MARCH 17, 2008, AMONG SUNTECH POWER
HOLDINGS CO., LTD., GOLDMAN SACHS (ASIA) L.L.C., ABN AMRO Bank N.V., HONG KONG
BRANCH AND UBS SECURITIES LLC.

                                      B-1-1

                                                                     EXHIBIT B-2

                     FORM OF LEGEND FOR GLOBAL SECURITY

     Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the
case of a Restricted Security) in substantially the following form:

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
     INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
     DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
     THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
     NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN
     THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
     OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
     THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
     DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY
     BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
     INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
     REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
     ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
     EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
     NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
     CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
     REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
     VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
     REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
     IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
     THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
     GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
     THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

                                   B-2-1


                                                                       EXHIBIT C

          Form of Notice of Transfer Pursuant to Registration Statement

Suntech Power Holdings Co., Ltd.
17-6 Changjiang South Road
New District, Wuxi
Jiangsu Province 214028
People's Republic of China
Attention: Chief Financial Officer


Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Capital Markets/Suntech

     Re:  Suntech Power Holdings Co., Ltd. (the "COMPANY")
          3.00% Convertible Senior Notes due 2013 (the "SECURITIES")

Ladies and Gentlemen:

     Please be advised that            has transferred $
aggregate principal amount of the Securities and            American depositary
shares, each representing one Ordinary Share, $0.01 par value per share, of the
Company issued on conversion of the Securities ("ADSS") pursuant to an effective
Shelf Registration Statement on Form F-3 (File No. 333-            ).

     We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933 as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the
Securities or ADSs is named as a "Selling Security Holder" in the Prospectus
dated             , or in amendments or supplements thereto, and that the
aggregate principal amount of the Securities and the number of shares of ADSs
transferred are [a portion of] the Securities and ADSs listed in such
Prospectus, as amended or supplemented, opposite such owner's name.



                                                        Very truly yours,


                                                        ------------------------
                                                                (Name)

                                       C-1


                                                                       EXHIBIT D

    Form of Opinion of Counsel in Connection with Registration of Securities


Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Capital Markets/Suntech

     Re:  Suntech Power Holdings Co., Ltd. (the "COMPANY")
          3.00% Convertible Senior Notes due 2013 (the "SECURITIES")

Ladies and Gentlemen:

     Reference is made to the Securities issued pursuant to a certain Indenture
dated as of March 17, 2008 by and among the Company and Wilmington Trust
Company, as trustee (the "TRUSTEE") and securities agent (the "SECURITIES
AGENT"). The Company issued $575,000,000 principal amount of the Securities on
March 17, 2008 in transactions exempt from registration under the Securities Act
of 1933, as amended (the "SECURITIES ACT"). The Company has filed with the
Securities and Exchange Commission (the "SEC") [a] [Amendment No. [   ] to the]
Registration Statement on Form F-3 (File No. 333-     ) (the "REGISTRATION
STATEMENT") relating to the registration under the Securities Act of $
principal amount of the Securities and Ordinary Shares of the Company, par value
$0.01 per share, (the "ORDINARY SHARES") represented by the American depositary
share (the "ADSS") issuable upon conversion of the Securities being registered.
The Registration Statement was declared effective by order of the SEC dated
          .

     We have acted as counsel for the Company in connection with the issuance of
the Securities and the preparation and filing of the Registration Statement and
are familiar with the Securities, the Indenture, the Registration Statement, the
above-mentioned SEC order and such other documents as are necessary to render
this opinion.

     Based on the foregoing, it is our opinion that (1) the Registration
Statement has become effective under the Securities Act and, to our knowledge,
no stop order suspending the effectiveness of the Registration Statement has
been issued, (2) assuming that the Securities covered by the Registration
Statement and the ADSs issuable upon conversion of such Securities are sold by a
relevant Holder specified in the Registration Statement in a manner specified in
the Registration Statement, such sale of the Securities and the Ordinary Shares
represented by the ADSs issuable upon conversion of the Securities will have
been duly registered under the Securities Act and (3) the Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended.

Yours truly,

                                      C-2

EX-4.5

                                                                        EXECUTED

                                                                     EXHIBIT 4.5





                        SUNTECH POWER HOLDINGS CO., LTD.

                          REGISTRATION RIGHTS AGREEMENT





                                 March 17, 2008




                          REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of March 17, 2008, by and among Suntech Power Holdings Co.,
Ltd., an exempted company with limited liability under the laws of the Cayman
Islands (the "Company") and Goldman Sachs (Asia) L.L.C., ABN AMRO Bank N.V.,
Hong Kong Branch ("ABN AMRO") and UBS Securities LLC (collectively, the "Initial
Purchasers") pursuant to the Purchase Agreement, dated March 11, 2008 (the
"Purchase Agreement"), among the Company and the Initial Purchasers.

          In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution and delivery of this Agreement is a condition
to the closing under the Purchase Agreement. The terms "herein," "hereof,"
"hereto," "hereinafter" and similar terms, as used in this Agreement, shall in
each case refer to this Agreement as a whole and not to any particular section,
paragraph, sentence or other subdivision of this Agreement.

          The Company agrees with the Initial Purchasers (i) for their benefit
as Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Covered Securities
(as defined herein) (each of the foregoing a "Holder" and, together, the
"Holders"), as follows:

     1. Definitions. Capitalized terms used herein without definition shall have
the respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:

          (a) "Additional Filing Deadline Date" has the meaning set forth in
     Section 2(e) hereof.

          (b) "additional interest" has the meaning set forth in Section 2(e)
     hereof.

          (c) "Additional Interest Accrual Period" has the meaning set forth in
     Section 2(e) hereof.

          (d) "Additional Interest Amount" has the meaning set forth in Section
     2(e) hereof.

          (e) "Additional Interest Payment Date" means March 15 and September 15
     of each year.

          (f) "ADSs" means American depositary shares of the Company, each
     representing one Ordinary Share.

          (g) "Affiliate" means, with respect to any specified person, an
     "affiliate," as defined in Rule 144, of such person.

          (h) "Amendment Effectiveness Deadline Date" has the meaning set forth
     in Section 2(d) hereof.

                                      -1-


          (i) "Automatic Shelf Registration Statement" has the meaning ascribed
     to it in Rule 405.

          (j) "Business Day" means any weekday that is not a day on which
     banking institutions in the City of New York are authorized or obligated to
     close.

          (k) "Claim" has the meaning set forth in Section 9(o) hereof.

          (l) "Conversion Rate" has the meaning ascribed to it in the Indenture.

          (m) "Covered Security" has the meaning set forth in Section 1(rr)
     hereof.

          (n) "Depositary" shall mean The Bank of New York or any other
     depositary appointed by the Company, provided, however, that such
     depositary must have an address in the Borough of Manhattan, in the City of
     New York.

          (o) "Designated Counsel" means one (1) counsel, if any, for the
     Holders in connection with the Shelf Registration Statement, which
     Designated Counsel shall be designated in writing to the Company by Holders
     of a majority of the Registrable Securities.

          (p) "Effectiveness Deadline Date" has the meaning set forth in Section
     2(a) hereof.

          (q) "Effectiveness Period" means a period that terminates when there
     are no Registrable Securities outstanding.

          (r) "Event" has the meaning set forth in Section 2(e) hereof.

          (s) "Event Date" has the meaning set forth in Section 2(e) hereof.

          (t) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended, and the rules and regulations of the SEC promulgated thereunder.

          (u) "Form F-1" means Form F-1 under the Securities Act.

          (v) "Form F-3" means Form F-3 under the Securities Act.

          (w) "Holder" has the meaning set forth in the preamble hereto.

          (x) "Holder Information" has the meaning set forth in Section 6(b)
     hereof.

          (y) "Indemnified Party" has the meaning set forth in Section 6(c)
     hereof.

          (z) "Indemnifying Party" has the meaning set forth in Section 6(c)
     hereof.

          (aa) "Indenture" means the Indenture, dated as of March 17, 2008,
     between the Company and the Trustee, pursuant to which the Notes are being
     issued.

                                      -2-


          (bb) "Initial Purchasers" has the meaning set forth in the preamble
     hereto.

          (cc) "Initial Shelf Registration Statement" has the meaning set forth
     in Section 2(a) hereof.

          (dd) "Issue Date" means March 17, 2008.

          (ee) "Issuer Free Writing Prospectus" shall have the meaning set forth
     in Section 2(g) herein.

          (ff) "judgment currency" has the meaning set forth in Section 9(p)
     hereof.

          (gg) "Material Event" has the meaning set forth in Section 3(j)
     hereof.

          (hh) "Notes" means the 3.00% Convertible Senior Notes due 2013 of the
     Company to be purchased pursuant to the Purchase Agreement.

          (ii) "Notice and Questionnaire" means a written notice and
     questionnaire delivered to the Company and containing substantially the
     information called for by the Selling Securityholder Notice and
     Questionnaire attached as Annex A to the Offering Memorandum of the
     Company, dated March 11, 2008, relating to the Notes.

          (jj) "Notice Holder" means, on a given date, any Holder that has
     delivered a Notice and Questionnaire to the Company on or prior to such
     date, provided not all of such Holder's Registrable Securities that have
     been registered for resale pursuant to a Notice and Questionnaire have been
     sold in accordance with a Shelf Registration Statement.

          (kk) "Option Purchase Date" has the meaning ascribed to it in the
     Indenture.

          (ll) "Ordinary Shares" means the ordinary shares, $0.01 par value per
     share, of the Company, including the Underlying Ordinary Shares, or such
     other shares or equity interests in the Company's share capital into which
     such ordinary shares is reclassified or changed.

          (mm) "Proceeding" has the meaning set forth in Section 6(c) hereof.

          (nn) "Prospectus" means each prospectus included in any Shelf
     Registration Statement (including, without limitation, a prospectus that
     discloses information previously omitted from a prospectus filed as part of
     an effective registration statement in reliance upon Rule 415 under the
     Securities Act), and each amendment or prospectus supplement relating
     thereto, including post-effective amendments, and all materials
     incorporated by reference or deemed to be incorporated by reference in the
     foregoing.

          (oo) "Purchase Agreement" has the meaning set forth in the preamble
     hereof.

                                      -3-


          (pp) "Record Date" means, (i) March 1, with respect to an Additional
     Interest Payment Date that occurs on March 15 and (ii) September 1, with
     respect to an Additional Interest Payment Date that occurs on September 15.

          (qq) "Record Holder" means, with respect to an Additional Interest
     Payment Date relating to a Registrable Security for which any Additional
     Interest Amount has accrued, a Notice Holder that was the holder of record
     of such Registrable Security at the close of business on the Record Date
     relating to such Additional Interest Payment Date.

          (rr) "Registrable Securities" means (a) the Notes, until such Notes
     have been converted, (b) at all times, the Underlying Ordinary Shares and
     any security issued with respect thereto upon any share dividend, split or
     similar event, (c) at all times, any Underlying ADSs issued upon conversion
     of the Notes if such issuance is not made pursuant to an effective
     registration statement on Form F-6, and (d) at all times, any securities
     (other than the Company's ADSs or Ordinary Shares) which the Notes become
     convertible into in accordance with the terms of the Indenture (each of the
     foregoing, a "Covered Security") until, in the case of any such security,
     the earliest of:

               (i) the date on which such security has been effectively
          registered under the Securities Act and disposed of in accordance with
          the Registration Statement relating thereto (including, in the case of
          Underlying Ordinary Shares, the disposal thereof in the form of ADSs
          issued pursuant to an effective registration statement on Form F-6);

               (ii) the first anniversary of the Issue Date; or

               (iii) the date on which such security has been publicly sold
          pursuant to Rule 144 or any successor provision thereto (including, in
          the case of Underlying Ordinary Shares, the sale thereof in the form
          of ADSs issued pursuant to an effective registration statement on Form
          F-6).

          (ss) "Registration Expenses" has the meaning set forth in Section 5
     hereof.

          (tt) "Registration Statement" means each registration statement,
     including each Shelf Registration Statement, under the Securities Act, of
     the Company that covers any of the Registrable Securities pursuant to this
     Agreement, including any information deemed to be part of and included in
     such registration statement pursuant to the rules of the SEC and all
     amendments and supplements to such registration statement and including all
     post-effective amendments to, all exhibits of, and all materials
     incorporated by reference or deemed to be incorporated by reference in,
     such registration statement, amendment or supplement.

          (uu) "Repurchase Date" has the meaning ascribed to it in the
     Indenture.

          (vv) "Repurchase Upon Repurchase Event" has the meaning ascribed to it
     in the Indenture.

                                      -4-


          (ww) "Rule 144" means Rule 144 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (xx) "Rule 144A" means Rule 144A under the Securities Act, as such
     Rule may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (yy) "Rule 405" means Rule 405 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (zz) "Rule 415" means Rule 415 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (aaa) "Rule 424" means Rule 424 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (bbb) "Rule 430B" means Rule 430B under the Securities Act, as such
     Rule may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (ccc) "Rule 456" means Rule 456 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (ddd) "Rule 457" means Rule 457 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (eee) "SEC" means the Securities and Exchange Commission.

          (fff) "Securities Act" means the Securities Act of 1933, as amended,
     and the rules and regulations promulgated by the SEC thereunder.

          (ggg) "Shelf Registration Statement" means the Initial Shelf
     Registration Statement and any Subsequent Shelf Registration Statement.

          (hhh) "Subsequent Shelf Registration Statement" has the meaning set
     forth in Section 2(b) hereof.

          (iii) "Subsequent Shelf Registration Statement Effectiveness Deadline
     Date" has the meaning set forth in Section 2(d) hereof.

          (jjj) "Suspension Notice" has the meaning set forth in Section 3(j)
     hereof.

                                      -5-


          (kkk) "Suspension Period" has the meaning set forth in Section 3(j)
     hereof.

          (lll) "TIA" means the Trust Indenture Act of 1939, as amended.

          (mmm) "Trustee" means Wilmington Trust Company, the trustee under the
     Indenture.

          (nnn) "Underlying ADSs" means the ADSs issuable upon conversion of the
     Notes.

          (ooo) "Underlying Ordinary Shares" means the Ordinary Shares
     represented by the Underlying ADSs.


     2. Shelf Registration.

          (a) The Company shall prepare and file, or cause to be prepared and
     filed, with the SEC, a Registration Statement (the "Initial Shelf
     Registration Statement") for an offering to be made on a delayed or
     continuous basis pursuant to Rule 415 registering the resale from time to
     time by Holders thereof of all of the Registrable Securities (or, if
     registration of Registrable Securities not held by Notice Holders is not
     permitted by the rules and regulations of the SEC, then registering the
     resale from time to time by Notice Holders of their Registrable
     Securities). The Initial Shelf Registration Statement shall provide for the
     registration of such Registrable Securities for resale by such Holders in
     accordance with the reasonable methods of distribution indicated in their
     Notice and Questionnaires (provided, however, that in no event will such
     methods of distribution take the form of an underwritten offering of
     Registrable Securities without the Company's prior written consent, which
     the Company may withhold in its sole discretion). In no event shall the
     Initial Shelf Registration Statement be filed with the SEC prior to
     completion of the offering of the Notes contemplated by the Purchase
     Agreement. The Company shall use its reasonable best efforts to (i) cause
     the Initial Shelf Registration Statement to become effective under the
     Securities Act by the date (the "Effectiveness Deadline Date") that is one
     hundred and eighty (180) days after the Issue Date and (ii) keep the
     Initial Shelf Registration Statement (and any Subsequent Shelf Registration
     Statement) continuously effective under the Securities Act until the
     expiration of the Effectiveness Period (except to the extent permitted
     under Section 3(j)). At the time the Initial Shelf Registration Statement
     becomes effective under the Securities Act, each Holder that became a
     Notice Holder on or before the fifth (5th) Business Day before the date of
     such effectiveness shall be named as a selling securityholder in the
     Initial Shelf Registration Statement and the related Prospectus in such a
     manner as to permit such Notice Holder to deliver such Prospectus to
     purchasers of Registrable Securities in accordance with the Securities Act,
     assuming the accuracy of the information in such Notice Holder's Notice and
     Questionnaire.

          (b) If, for any reason, at any time during the Effectiveness Period
     any Shelf Registration Statement ceases to be effective under the
     Securities Act, or ceases to be usable for the purposes contemplated
     hereunder, in each case except to the extent

                                      -6-


     permitted under Section 3(j), the Company shall use its reasonable best
     efforts to promptly cause such Shelf Registration Statement to become
     effective under the Securities Act (including obtaining the prompt
     withdrawal of any order suspending the effectiveness of such Shelf
     Registration Statement) or promptly cause such Shelf Registration Statement
     to be useable for purposes contemplated hereunder, and in any event shall,
     within thirty (30) days, (i) amend such Shelf Registration Statement in a
     manner reasonably expected to cause the same to become usable for the
     purposes contemplated hereunder or obtain the withdrawal of any order
     suspending the effectiveness of such Shelf Registration Statement, as
     applicable, or (ii) file an additional Registration Statement (a
     "Subsequent Shelf Registration Statement") for an offering to be made on a
     delayed or continuous basis pursuant to Rule 415 registering the resale
     from time to time by Holders thereof of all securities that are Registrable
     Securities as of the time of such filing (or, if registration of
     Registrable Securities not held by Notice Holders is not permitted by the
     rules and regulations of the SEC, then registering the resale from time to
     time by Notice Holders of their securities that are Registrable Securities
     as of the time of such filing). If a Subsequent Shelf Registration
     Statement is filed, the Company shall use its reasonable best efforts to
     (A) cause such Subsequent Shelf Registration Statement to become effective
     under the Securities Act as promptly as practicable after such filing, but
     in no event later than the Subsequent Shelf Registration Statement
     Effectiveness Deadline Date and (B) keep such Subsequent Shelf Registration
     Statement (or another Subsequent Shelf Registration Statement) continuously
     effective until the end of the Effectiveness Period (except to the extent
     permitted under Section 3(j)). Each such Subsequent Shelf Registration
     Statement, if any, shall provide for the registration of such Registrable
     Securities for resale by such Holders in accordance with the reasonable
     methods of distribution indicated in their Notice and Questionnaires
     (provided, however, that in no event will such methods of distribution take
     the form of an underwritten offering of Registrable Securities without the
     Company's prior written consent, which the Company may withhold in its sole
     discretion).

          (c) Subject to Section 2(d)(i)(A), the Company shall supplement and
     amend any Shelf Registration Statement if required by the rules,
     regulations or instructions applicable to the registration form used by the
     Company for such Shelf Registration Statement, if required by the
     Securities Act or, to the extent the Company does not reasonably object, as
     reasonably requested by the Initial Purchasers or by the Trustee on behalf
     of the Holders of the Registrable Securities covered by such Shelf
     Registration Statement.

          (d)

               (i) Each Holder of Registrable Securities agrees that, if such
          Holder wishes to sell Registrable Securities pursuant to a Shelf
          Registration Statement and related Prospectus, it will do so only in
          accordance with this Section 2(d) and Section 3(j). Each Holder of
          Registrable Securities wishing to sell Registrable Securities pursuant
          to a Shelf Registration Statement and related Prospectus agrees to
          deliver a completed and executed Notice and Questionnaire to the
          Company prior to any attempted or actual distribution of Registrable
          Securities

                                      -7-


          under a Shelf Registration Statement. If a Holder becomes a Notice
          Holder after the fifth (5th) Business Day before the date the Initial
          Shelf Registration Statement becomes effective under the Securities
          Act, the Company shall, within thirty (30) days after the date such
          Holder became a Notice Holder (or, if a Suspension Period either is in
          effect when such Holder became a Notice Holder or is put into effect
          within five (5) Business Days after the date such Holder became a
          Notice Holder, then within thirty (30) days after the expiration of
          such Suspension Period),

                    (A) file with the SEC a supplement to the related Prospectus
               (or, if required by applicable law, a post-effective amendment to
               the Shelf Registration Statement or a Subsequent Shelf
               Registration Statement), and all other document(s), in each case
               as is required so that such Notice Holder is named as a selling
               securityholder in a Shelf Registration Statement and the related
               Prospectus in such a manner as to permit such Notice Holder to
               deliver a Prospectus to purchasers of the Registrable Securities
               in accordance with the Securities Act; provided, however, that,
               if a post-effective amendment or a Subsequent Shelf Registration
               Statement is required by the rules and regulations of the SEC in
               order to permit resales by such Notice Holder, the Company shall
               not be required to file more than one (1) post-effective
               amendment or Subsequent Shelf Registration Statement for such
               purpose in any ninety (90) day period; provided further, that in
               no event shall the Company be obligated to file more than one (1)
               such supplement in any thirty (30) day period;

                    (B) if, pursuant to Section 2(d)(i)(A), the Company shall
               have filed a post-effective amendment to the Shelf Registration
               Statement or filed a Subsequent Shelf Registration Statement, the
               Company shall use its reasonable best efforts to cause such
               post-effective amendment or Subsequent Shelf Registration
               Statement, as the case may be, to become effective under the
               Securities Act as promptly as practicable, but in any event by
               the date (the "Amendment Effectiveness Deadline Date," in the
               case of a post-effective amendment, and the "Subsequent Shelf
               Registration Statement Effectiveness Deadline Date," in the case
               of a Subsequent Shelf Registration Statement) that is forty five
               (45) days after the date such post-effective amendment or
               Subsequent Shelf Registration Statement, as the case may be, is
               required by this Section 2(d) to be filed with the SEC;

                    (C) the Company shall provide such Notice Holder, upon
               request, with a reasonable number of copies of any documents
               filed pursuant to clause (A) above;

                    (D) the Company shall notify such Notice Holder as promptly
               as practicable after the effectiveness under the Securities Act
               of any post-effective amendment or Subsequent Shelf Registration
               Statement filed pursuant to clause (A) above;

                                      -8-


                    (E) if such Holder became a Notice Holder during a
               Suspension Period, or a Suspension Period is put into effect
               within five (5) Business Days after the date such Holder became a
               Notice Holder, the Company shall so inform such Notice Holder and
               shall, subject to the limitations of this Section 2(d), take the
               actions set forth in clauses (A), (B) and (C) above within thirty
               (30) days after expiration of such Suspension Period in
               accordance with Section 3(j); and

                    (F) if, under the Securities Act, the Company has more than
               one option as to the type or manner of making any such filing,
               the Company shall make the required filing or filings in the
               manner or of a type that the Company reasonably expects to result
               in the earliest availability of a Prospectus for effecting
               resales of Registrable Securities.

               (ii) Notwithstanding anything contained herein to the contrary,
          the Company shall be under no obligation to name any Holder that is
          not a Notice Holder as a selling securityholder in any Shelf
          Registration Statement or related Prospectus; provided, however, that
          any Holder that becomes a Notice Holder (regardless of when such
          Holder became a Notice Holder) shall be named as a selling
          securityholder in a Shelf Registration Statement or related Prospectus
          in accordance with the requirements of this Section 2(d) or Section
          2(a), as applicable.

          (e) The parties hereto agree that the Holders of Registrable
     Securities will suffer damages, and that it would not be feasible to
     ascertain the extent of such damages with precision, if:

               (i) the Initial Shelf Registration Statement has not become
          effective under the Securities Act on or prior to the Effectiveness
          Deadline Date;

               (ii) either a supplement to a Prospectus, a post-effective
          amendment or a Subsequent Shelf Registration Statement is required to
          be filed with the SEC and fails to be filed with the SEC within the
          prescribed period and in the manner set forth in Section 2(d) (the
          date such filing is required to be made being an "Additional Filing
          Deadline Date") or, in the case of a post-effective amendment or a
          Subsequent Shelf Registration Statement, such post-effective amendment
          or Subsequent Shelf Registration Statement does not become effective
          under the Securities Act by the Amendment Effectiveness Deadline Date
          or the Subsequent Shelf Registration Statement Effectiveness Deadline
          Date, as the case may be;

               (iii) the Initial Shelf Registration Statement or any Subsequent
          Registration Statement is filed with the SEC and becomes effective
          under the Securities Act but shall thereafter cease to be effective
          (without being succeeded immediately by a new Registration Statement
          that is filed and immediately becomes effective under the Securities
          Act) or usable under the Securities Act for the offer and sale of
          Registrable Securities in the manner contemplated by this

                                      -9-


          Agreement for a period of time (including any Suspension Period) which
          shall exceed forty five (45) days in the aggregate in any six (6)
          month period; or

               (iv) any Registration Statement or amendment thereto, at the time
          it becomes effective under the Securities Act, or any Prospectus
          relating thereto, at the time it is filed with the SEC or, if later,
          at the time the Registration Statement to which such Prospectus
          relates becomes effective under the Securities Act, shall fail to name
          each Notice Holder as a selling securityholder in such a manner as to
          permit such Notice Holder to sell its Registrable Securities pursuant
          to such Registration Statement and Prospectus in accordance with the
          Securities Act, which Notice Holder was required, pursuant to the
          terms of this Agreement, to be so named (it being understood that,
          without limitation, naming such Notice Holder in a manner that permits
          such Notice Holder to sell only a portion of such Notice Holder's
          Registrable Securities referenced in such Notice Holder's Notice and
          Questionnaire shall be deemed to be an "Event" (as defined below) for
          purposes of this clause (iv)).

     Each of the events of a type described in any of the foregoing clauses (i)
     through (iv) are individually referred to herein as an "Event," and

                    (W) the Effectiveness Deadline Date, in the case of clause
               (i) above,

                    (X) the Additional Filing Deadline Date, the Amendment
               Effectiveness Deadline Date or the Subsequent Shelf Registration
               Statement Effectiveness Deadline Date, as the case may be, in the
               case of clause (ii) above,

                    (Y) the date on which the duration of the ineffectiveness or
               unusability of the Shelf Registration Statement exceeds the
               number of days permitted by clause (iii) above, in the case of
               clause (iii) above, and

                    (Z) the date the applicable Registration Statement or
               amendment thereto shall become effective under the Securities
               Act, or the date the applicable Prospectus is filed with the SEC
               or, if later, the time the Registration Statement to which such
               Prospectus relates becomes effective under the Securities Act, as
               the case may be, in the case of clause (iv) above,

     are each herein referred to as an "Event Date." Events shall be deemed to
     continue until the following dates with respect to the respective types of
     Events:

                    (A) the date the Initial Shelf Registration Statement
               becomes effective under the Securities Act, in the case of an
               Event of the type described in clause (i) above;

                    (B) the date a supplement to a Prospectus, a post-effective
               amendment or a Subsequent Shelf Registration Statement, whichever
               is

                                      -10-


               required, is filed with the SEC (in the case of a supplement) or
               becomes effective under the Securities Act (in the case of a
               post-effective amendment or a Subsequent Shelf Registration
               Statement), in the case of an Event of the type described in
               clause (ii) above;

                    (C) the date the Initial Shelf Registration Statement or the
               Subsequent Shelf Registration Statement, as the case maybe,
               becomes effective and usable under the Securities Act again, or
               the date another Subsequent Shelf Registration Statement is filed
               with the SEC pursuant to Section 2(b) and becomes effective, in
               the case of an Event of the type described in clause (iii) above;
               or

                    (D) the date a supplement to the Prospectus is filed with
               the SEC, or the date a post-effective amendment to the
               Registration Statement becomes effective under the Securities
               Act, or the date a Subsequent Shelf Registration Statement
               becomes effective under the Securities Act, which supplement,
               post-effective amendment or Subsequent Shelf Registration
               Statement, as the case may be, names as selling securityholders,
               in such a manner as to permit them to deliver the related
               Prospectus to purchasers of Registrable Securities in the manner
               contemplated by, and in accordance with, the Securities Act, all
               Notice Holders required as herein provided to be so named, in the
               case of an Event of the type described in clause (iv) above.

     Notwithstanding anything herein to the contrary, Events described in
     clauses (i), (ii) and (iv) above will be deemed to be suspended during any
     Suspension Period unless the duration of such Suspension Period exceeds
     forty five (45) days in the aggregate in any six (6) month period.

     Accordingly, commencing on (and including) any Event Date and ending on
     (but excluding) the next date on which there are no Events that have
     occurred and are continuing (an "Additional Interest Accrual Period"), the
     Company agrees to pay, as additional interest ("additional interest") and
     not as a penalty, an amount (the "Additional Interest Amount") at the rate
     described below, payable semi-annually on each Additional Interest Payment
     Date to Record Holders, to the extent of, for each such Additional Interest
     Payment Date, the unpaid Additional Interest Amount that has accrued to
     (but excluding) such Additional interest Payment Date (or, if the
     Additional Interest Accrual Period shall have ended prior to such
     Additional Interest Payment Date, to, but excluding, the day immediately
     after the last day of such Additional Interest Accrual Period); provided,
     however, that any unpaid Additional Interest Amount that has accrued with
     respect to any Note, or portion thereof, to be purchased by the Company
     pursuant to a Repurchase Upon Repurchase Event on a Repurchase Date that is
     after the close of business on the Record Date relating to such Additional
     Interest Payment Date and before such Additional Interest Payment Date,
     shall, in each case, be instead paid, on such Repurchase Date to the Holder
     who submitted such Note or portion thereof for Repurchase Upon Repurchase
     Event.

                                      -11-


     The Additional Interest Amount shall accrue at a rate per annum equal to
     one quarter of one percent (0.25%) for the ninety (90) day period beginning
     on, and including, the Event Date, and thereafter at a rate per annum equal
     to one half of one percent (0.50%), of the aggregate principal amount of
     the Notes of which such Record Holders were holders of record at the close
     of business on the applicable Record Date; provided, however, that:

                    (I) no Additional Interest Amounts shall accrue as to any
               Covered Security from and after the earlier of (x) the date such
               Covered Security is no longer a Registrable Security, (y) in the
               case of a Covered Security that is a Note, the date, and to the
               extent, such Note is converted in accordance with the Indenture
               and (z) the expiration of the Effectiveness Period;

                    (II) only those Holders (or their subsequent transferees)
               that were failed to be named as selling securityholders in the
               manner prescribed in Section 2(e)(iv) above shall be entitled to
               receive any Additional Interest Amounts that have accrued solely
               with respect to an Event of the type described in Section
               2(e)(iv) above (it being understood that this clause (II) shall
               not impair any right of any Holder to receive Additional Interest
               Amounts that have accrued with respect to an Event other than an
               Event of the type described in Section 2(e)(iv) above);

                    (III) only those Holders (or their subsequent transferees)
               whose delivery of a Notice and Questionnaire gave rise to the
               obligation of the Company, pursuant to Section 2(d)(i), to file
               and, if applicable, make effective under the Securities Act the
               supplement, post-effective amendment or Subsequent Shelf
               Registration Statement referred to in Section 2(e)(ii) above
               shall be entitled to receive any Additional Interest Amounts that
               have accrued solely with respect to an Event of the type
               described in Section 2(e)(ii) above (it being understood that
               this clause (Ill) shall not impair any right of any Holder to
               receive Additional Interest Amounts that have accrued with
               respect to an Event other than an Event of the type described in
               Section 2(e)(ii) above); and

                    (IV) if a Covered Security ceases to be outstanding during
               an Additional Interest Accrual Period for which an Additional
               Interest Amount would be payable with respect to such Covered
               Security, then the Additional Interest Amount payable hereunder
               with respect to such Covered Security shall be prorated on the
               basis of the number of full days such Covered Security is
               outstanding during such Additional Interest Accrual Period.

     Except as provided in the final paragraph of this Section 2(e), (i) the
     rate of accrual of the Additional Interest Amount with respect to any
     period shall not exceed the rate provided for in this Section 2(e)
     notwithstanding the occurrence of multiple concurrent Events and (ii)
     following the cure of all Events requiring the payment by the Company of
     Additional Interest Amounts to the Holders pursuant to this Section, the
     accrual of Additional

                                      -12-


     Interest Amounts shall cease (without in any way limiting the effect of any
     subsequent Event requiring the payment of Additional Interest Amounts by
     the Company). All installments of additional interest shall be paid by wire
     transfer of immediately available funds to the account specified by the
     Notice Holder or, if no such account is specified, by mailing a check to
     such Notice Holder's address shown in the register of the registrar for the
     Notes or, with respect to any Notes that have been converted, such Notice
     Holder's mailing address as shown on its Notice and Questionnaire. Subject
     to any rights that may arise under Section 6, the parties hereto agree that
     the additional interest provided for hereunder shall constitute the sole
     and exclusive remedy for an Event that occurs with respect to any Note or
     with respect to any ADSs (or Ordinary Shares represented by such ADSs) that
     both underlie such Note and are not outstanding, provided, however, that
     nothing in this sentence shall affect the rights hereunder of a holder of
     outstanding Underlying ADSs.

     All of the Company's obligations set forth in this Section 2(e) that are
     outstanding with respect to any Registrable Security at the time such
     Registrable Security ceases to be a Registrable Security shall survive
     until such time as all such obligations with respect to such security have
     been satisfied in full (notwithstanding termination of this Agreement
     pursuant to Section 9(n)).

     The parties hereto agree that the additional interest provided for in this
     Section 2(e) constitutes a reasonable estimate of the damages in respect of
     the Notes that may be incurred by Holders of the Notes by reason of an
     Event relating to such Notes, including, without limitation, the failure of
     a Shelf Registration Statement to be filed, become effective under the
     Securities Act, amended or replaced to include the names of all Notice
     Holders or available for effecting resales of Registrable Securities in
     accordance with the provisions hereof.

     If any Additional Interest Amounts are not paid when due, then, to the
     extent permitted by law, such overdue Additional Interest Amounts, if any,
     shall bear interest, compounded semi-annually, until paid at the rate of
     interest payable with respect to overdue amounts on the Notes pursuant to
     Section 2.12 of the Indenture.

          (f) The Trustee shall be entitled, on behalf of Holders, to seek any
     available remedy for the enforcement of this Agreement, including for the
     payment of any Additional Interest Amount.

          (g) The Company agrees that it will not, unless it obtains the prior
     consent of the Holders of a majority of the Registrable Securities that are
     registered under the Shelf Registration Statement at such time or the
     consent of the managing underwriter in connection with any underwritten
     offering of Registrable Securities, and each Holder agrees that it will
     not, unless it obtains the prior written consent of the Company and any
     such managing underwriter, make any offer relating to the Covered
     Securities that would constitute, as the case may be, an "issuer free
     writing prospectus," as defined in Rule 433 under the 1933 Act (an "Issuer
     Free Writing Prospectus"), or a "free writing prospectus," as defined in
     Rule 405, required to be filed with the SEC. The Company represents that
     any Issuer Free Writing Prospectus will not include any information that
     conflicts with

                                      -13-


     the information contained in any Shelf Registration Statement or Prospectus
     and that any Issuer Free Writing Prospectus, when taken together with the
     information in the Shelf Registration Statements and the Prospectuses, will
     not include any untrue statement of a material fact or omit to state any
     material fact necessary in order to make the statements therein, in light
     of the circumstances under which they were made, not misleading.

     3. Registration Procedures. In connection with the registration obligations
of the Company under Section 2 hereof, the Company shall:

          (a) Prepare and file with the SEC a Shelf Registration Statement or
     Shelf Registration Statements in the manner provided in this Agreement and
     use its reasonable best efforts to cause each such Shelf Registration
     Statement to become effective under the Securities Act and remain effective
     under the Securities Act as provided herein; provided, that, before filing
     any Shelf Registration Statement or Prospectus or any amendments or
     supplements thereto with the SEC, the Company shall furnish to the Initial
     Purchasers and Designated Counsel, if any, copies of all such documents
     proposed to be filed and give reasonable consideration to any comments as
     the Initial Purchasers, Designated Counsel, if any, or such counsel shall
     propose within two (2) Business Days of the delivery of such copies to the
     Initial Purchasers, Designated Counsel, if any, and such counsel. Each
     Registration Statement that is or is required by this Agreement to be filed
     with the SEC shall be filed on Form F-3 if the Company is then eligible to
     use Form F-3 for the purposes contemplated by this Agreement, or, if the
     Company is not then so eligible to use Form F-3, shall be on Form F-1 or
     another appropriate form that is then available to the Company for the
     purposes contemplated by this Agreement. Each such Registration Statement
     that is filed on Form F-3 shall constitute an Automatic Shelf Registration
     Statement if the Company is then eligible to file an Automatic Registration
     Statement on Form F-3 for the purposes contemplated by this Agreement. If,
     at the time any Registration Statement is filed with the SEC, the Company
     is eligible, pursuant to Rule 430B(b), to omit, from the prospectus that is
     filed as part of such Registration Statement, the identities of selling
     securityholders and amounts of securities to be registered on their behalf,
     then the Company shall prepare and file such Shelf Registration Statement
     in a manner as to permit such omission and to allow for the subsequent
     filing of such information in a prospectus pursuant to Rule 424(b) in the
     manner contemplated by Rule 430B(d).

          (b) Prepare and file with the SEC such amendments and post-effective
     amendments to each Shelf Registration Statement as may be necessary to keep
     such Shelf Registration Statement or Subsequent Shelf Registration
     Statement continuously effective until the expiration of the Effectiveness
     Period (except to the extent permitted under Section 3(j)); cause the
     related Prospectus to be supplemented by any required Prospectus supplement
     and, as so supplemented, to be filed with the SEC pursuant to Rule 424; and
     comply with the provisions of the Securities Act applicable to it with
     respect to the disposition of all securities covered by each Shelf
     Registration Statement during the Effectiveness Period (except to the
     extent permitted under Section 3(j)) in accordance with the intended
     methods of disposition by the sellers thereof set forth in such Shelf
     Registration Statement as so amended or such Prospectus as so supplemented.

                                      -14-


          (c) If, at any time during the Effectiveness Period, any Registration
     Statement shall cease to comply with the requirements of the Securities Act
     with respect to eligibility for the use of the form on which such
     Registration Statement was filed with the SEC (or if such Registration
     Statement constituted an Automatic Shelf Registration Statement at the time
     it was filed with the SEC and shall thereafter cease to constitute an
     Automatic Shelf Registration Statement, or if the Company shall have
     received, from the SEC, a notice, pursuant to Rule 401(g)(2) under the
     Securities Act, of objection to the use of the form on which such
     Registration Statement was filed with the SEC), (i) promptly give notice to
     the Notice Holders, Designated Counsel, if any, and to the Initial
     Purchasers and (ii) promptly file with the SEC a new Registration Statement
     under the Securities Act, or a post-effective amendment to such
     Registration Statement, to effect compliance with the Securities Act. The
     Company shall use its reasonable best efforts to cause such new
     Registration Statement or post-effective amendment to become effective
     under the Securities Act as soon as practicable and shall promptly give
     notice of such effectiveness to the Notice Holders, Designated Counsel, if
     any, and to the Initial Purchasers. Each such new Registration Statement,
     if any, shall be deemed, for purposes of this Agreement, to be a Subsequent
     Shelf Registration Statement.

          (d) During the Effectiveness Period, as promptly as practicable, give
     notice to the Notice Holders, the Initial Purchasers, and Designated
     Counsel, if any:

               (i) when any Prospectus, Prospectus supplement, Registration
          Statement or post-effective amendment to a Registration Statement has
          been filed with the SEC and, with respect to any Registration
          Statement or any post-effective amendment, when the same has become
          effective under the Securities Act,

               (ii) of any request, following the effectiveness of a Shelf
          Registration Statement under the Securities Act, by the SEC or any
          other governmental authority for amendments or supplements to such
          Shelf Registration Statement or the related Prospectus or for
          additional information,

               (iii) of the issuance by the SEC or any other governmental
          authority of any stop order suspending the effectiveness of any Shelf
          Registration Statement or the initiation or threatening of any
          proceedings for that purpose,

               (iv) of the receipt by the Company or its legal counsel of any
          notification with respect to the suspension of the qualification or
          exemption from qualification of any of the Registrable Securities for
          sale in any jurisdiction or the initiation or threatening of any
          proceeding for such purpose,

               (v) after the effective date of any Shelf Registration Statement
          filed with the SEC pursuant to this Agreement, of the occurrence of
          (but not the nature of or details concerning) a Material Event, and

               (vi) of the determination by the Company that a post-effective
          amendment to a Shelf Registration Statement (including Subsequent
          Shelf

                                      -15-


          Registration Statement) will be filed with the SEC, which notice may,
          at the discretion of the Company (or as required pursuant to Section
          3(j)), state that it constitutes a Suspension Notice, in which event
          the provisions of Section 3(j) shall apply.

          (e) Subject to the terms hereof, use its reasonable best efforts to
     (i) prevent the issuance of, and, if issued, to obtain the withdrawal of,
     any order suspending the effectiveness of a Shelf Registration Statement
     and (ii) obtain the lifting of any suspension of the qualification (or
     exemption from qualification) of any of the Registrable Securities for sale
     in any jurisdiction in which they have been qualified for sale, in either
     case at the earliest possible moment, and provide prompt notice to each
     Notice Holder, the Initial Purchasers and Designated Counsel, if any, of
     the withdrawal or lining of any such order or suspension.

          (f) Give reasonable consideration to any written request by the
     Initial Purchasers or any Notice Holder, to incorporate in a Prospectus
     supplement or a post-effective amendment to a Shelf Registration Statement
     such information as the Initial Purchasers, such Notice Holder or
     Designated Counsel, if any, shall have determined to be required to be
     included therein by applicable U.S. law and, if the Company determines
     pursuant hereto to give effect to such request, to make any required
     filings of such Prospectus supplement or such post-effective amendment as
     promptly as practicable.

          (g) As promptly as practicable, furnish, upon request, to each Notice
     Holder, Designated Counsel, if any, and the Initial Purchasers, without
     charge, at least one (1) conformed copy of each Shelf Registration
     Statement and each amendment thereto, including financial statements but
     excluding schedules, all documents incorporated or deemed to be
     incorporated therein by reference and all exhibits (unless requested in
     writing to the Company by such Notice Holder, Designated Counsel or the
     Initial Purchasers).

          (h) During the Effectiveness Period, deliver to each Notice Holder,
     Designated Counsel, if any, and the Initial Purchasers, in connection with
     any sale of Registrable Securities pursuant to a Shelf Registration
     Statement, without charge, as many copies of the Prospectus or Prospectuses
     relating to such Registrable Securities and any amendment or supplement
     thereto as such Notice Holder or the Initial Purchasers may reasonably
     request; and the Company hereby consents (except during such periods that a
     Suspension Notice is outstanding and has not been revoked) to the use of
     such Prospectus and each amendment or supplement thereto by each Notice
     Holder, in connection with any offering and sale of the Registrable
     Securities covered by such Prospectus or any amendment or supplement
     thereto in the manner set forth therein.

          (i) Prior to any public offering of the Registrable Securities
     pursuant to a Shelf Registration Statement, use its reasonable best efforts
     to register or qualify or cooperate with the Notice Holders in connection
     with the registration or qualification (or exemption from such registration
     or qualification) of such Registrable Securities for offer and sale under
     the securities or, if required, Blue Sky laws of such jurisdictions within
     the United States as any Notice Holder reasonably requests in writing
     (which request may be

                                      -16-


     included in the Notice and Questionnaire); use its reasonable best efforts
     to keep each such registration or qualification (or exemption therefrom)
     effective during the Effectiveness Period in connection with such Notice
     Holder's offer and sale of Registrable Securities pursuant to such
     registration or qualification (or exemption therefrom) and do any and all
     other acts or things reasonably necessary or advisable to enable the
     disposition in such jurisdictions of such Registrable Securities in the
     manner set forth in the relevant Shelf Registration Statement and the
     related Prospectus; provided, however, that the Company will not be
     required to (i) qualify generally to do business in any jurisdiction where
     it is not then so qualified or (ii) take any action that would subject it
     to general service of process in suits, other than those arising out of and
     limited solely to the offering or sale of Registrable Securities, in any
     jurisdiction where it is not now so subject.

          (j) Upon: (A) the occurrence or existence of any pending or
     prospective corporate development (a "Material Event") that, in the
     reasonable discretion of the Company, makes it appropriate to suspend the
     availability of any Shelf Registration Statement and the related
     Prospectus; (B) the issuance by the SEC of a stop order suspending the
     effectiveness of any Shelf Registration Statement or the initiation of
     proceedings with respect to any Shelf Registration Statement under Section
     8(d) or 8(e) of the Securities Act; or (C) the occurrence of any event or
     the existence of any fact as a result of which any Shelf Registration
     Statement shall contain any untrue statement of a material fact or omit to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading, or any Prospectus shall contain any
     untrue statement of a material fact or omit to state any material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading,

               (i) in the case of clause (A) or (C) above, subject to the next
          sentence, as promptly as practicable, prepare and file, if necessary
          pursuant to the Securities Act, a post-effective amendment to such
          Shelf Registration Statement or a supplement to such Prospectus or any
          document incorporated therein by reference or file any other required
          document that would be incorporated by reference into such Shelf
          Registration Statement and Prospectus so that such Shelf Registration
          Statement does not contain any untrue statement of a material fact or
          omit to state any material fact required to be stated therein or
          necessary to make the statements therein not misleading, and so that
          such Prospectus does not contain any untrue statement of a material
          fact or omit to state any material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading, as thereafter delivered to the purchasers
          of the Registrable Securities being sold thereunder (it being
          understood that the Company may rely on information with respect to a
          Notice Holder provided by such Notice Holder to the Company for use in
          such Prospectus, including, without limitation, the Holder
          Information), and, in the case of a post-effective amendment to a
          Registration Statement, subject to the next sentence, use its
          reasonable best efforts to cause it to become effective under the
          Securities Act as promptly as practicable, and

                                      -17-


               (ii) give notice to the Notice Holders, the Initial Purchasers
          and Designated Counsel, if any, that the availability of the Shelf
          Registration Statement is suspended (a "Suspension Notice") (and, upon
          receipt of any Suspension Notice, each Notice Holder agrees not to
          sell any Registrable Securities pursuant to such Shelf Registration
          Statement until such Notice Holder's receipt of copies of the
          supplemented or amended Prospectus provided for in clause (i) above or
          until such Notice Holder is advised in writing by the Company that the
          Prospectus may be used).

     The Company will use its reasonable best efforts to ensure that the use of
     the Prospectus may be resumed (x) in the case of clause (A) above, as soon
     as, in the reasonable discretion of the Company, such suspension is no
     longer appropriate, (y) in the case of clause (B) above, as promptly as is
     practicable, and (z) in the case of clause (C) above, as soon as, in the
     reasonable judgment of the Company, the Shelf Registration Statement does
     not contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading and the Prospectus does not contain any
     untrue statement of a material fact or omit to state any material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. The period during
     which the availability of the Shelf Registration Statement and any
     Prospectus may be suspended (the "Suspension Period") without the Company
     incurring any obligation to pay additional interest pursuant to Section
     2(e) shall not exceed forty five (45) days in the aggregate in any six-(6)
     month period.

          (k) Make available for inspection during normal business hours by
     representatives for the Notice Holders (and any underwriters participating
     in any disposition pursuant to any Shelf Registration Statement to the
     extent permitted hereunder) and any broker-dealers, attorneys and
     accountants retained by such Notice Holders (or any such underwriters, if
     applicable), all relevant financial and other records and pertinent
     corporate documents and properties of the Company and its subsidiaries, and
     cause the appropriate officers, directors and employees of the Company and
     its subsidiaries to make available for inspection during normal business
     hours all relevant information reasonably requested by such representatives
     for the Notice Holders, or any such underwriters, broker-dealers, attorneys
     or accountants in connection with such disposition, in each case as is
     customary for similar "due diligence" examinations; provided, however, that
     such persons shall first agree in writing with the Company that such person
     will not engage in any transaction involving Company securities in
     violation of applicable law (including without limitation federal
     securities laws prohibiting trading on the basis of material non-public
     information) and that any information that is confidential at the time of
     delivery of such information shall be kept confidential by such persons and
     shall be used solely for the purposes of exercising rights under this
     Agreement, unless (i) disclosure of such information is required by court
     or administrative order or is necessary to respond to inquiries of
     governmental or regulatory authorities, (ii) disclosure of such information
     is required by law (including any disclosure requirements pursuant to
     federal securities laws in connection with the filing of any Shelf
     Registration Statement or the use of any Prospectus referred to in this
     Agreement) or necessary to defend or prosecute a claim brought against or
     by any such

                                      -18-


     persons (e.g., to establish a "due diligence" defense), (iii) such
     information becomes generally available to the public other than as a
     result of a disclosure or failure to safeguard by any such person or (iv)
     such information becomes available to any such person from a source other
     than the Company and such source is not bound by a confidentiality
     agreement or is not otherwise under a duty of trust to the Company;
     provided further, that the foregoing inspection and information gathering
     shall, to the greatest extent possible, be coordinated on behalf of all the
     Notice Holders and the other parties entitled thereto by Designated
     Counsel.

          (l) Comply with all applicable rules and regulations of the SEC to the
     extent and so long as they are applicable to any Shelf Registration
     Statement; and make generally available to its securityholders earnings
     statements covering a period of twelve (12) months (which need not be
     audited) satisfying the provisions of Section 11(a) of the Securities Act
     and Rule 158 thereunder (or any similar rule promulgated under the
     Securities Act).

          (m) If electronic global certificates for the Registrable Securities
     are not then available, cooperate with each Notice Holder to facilitate the
     timely preparation and delivery of certificates representing Registrable
     Securities sold pursuant to a Shelf Registration Statement, which
     certificates shall not bear any restrictive legends, and cause such
     Registrable Securities to be in such denominations as are permitted by the
     Indenture and registered in such names as such Notice Holder may request in
     writing at least two (2) Business Days prior to any sale of such
     Registrable Securities.

          (n) Provide a CUSIP number for all Registrable Securities covered by a
     Shelf Registration Statement not later than the effective date of the
     Initial Shelf Registration Statement and provide the Trustee and the
     Depository with certificates, if required, for the Registrable Securities
     that are in a form eligible for deposit with The Depository Trust Company.

          (o) Cooperate and assist in any filings required to be made with the
     Financial Industry Regulatory Authority, Inc.

          (p) Upon the filing of the Initial Shelf Registration Statement, and
     upon the effectiveness under the Securities Act of the Initial Shelf
     Registration Statement, if the effective date is different from the filing
     date, announce the same, in each case by release through a reputable
     national newswire service in the United States.

          (q) Except as otherwise provided herein, take all actions as are
     necessary, or reasonably requested by the Holders of a majority of the
     Registrable Securities being sold, in order to expedite or facilitate
     disposition of the Registrable Securities.

          (r) Cause the Indenture to be qualified under the TIA not later than
     the effective date of the Initial Shelf Registration Statement; and, in
     connection therewith, cooperate with the Trustee to effect such changes to
     the Indenture as may be required for the Indenture to be so qualified in
     accordance with the terms of the TIA and execute, and use its reasonable
     best efforts to cause the Trustee to execute, all documents as may be

                                      -19-


     required to effect such changes, and all other forms and documents required
     to be filed with the SEC to enable the Indenture to be so qualified in a
     timely manner.

          (s) Use its reasonable best efforts to cause the Underlying ADSs to be
     listed on The New York Stock Exchange.


     4. Holder's Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Shelf
Registration Statement or to receive a Prospectus relating thereto, unless such
Holder has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2(d) hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other
information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such Holder that, as of the time of such sale,
the Holder Information of such Holder furnished in writing by or on behalf of
such Holder to the Company does not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
in such Holder Information, in the light of the circumstances under which they
were made, not misleading. Each Holder agrees to keep confidential the receipt
of any Suspension Notice and the contents thereof, except as required pursuant
to applicable law.

     5. Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations
under Section 2 and Section 3 of this Agreement whether or not any of the Shelf
Registration Statements are filed or declared effective under the Securities
Act. Such fees and expenses ("Registration Expenses") shall include, without
limitation, (i) all registration and filing fees and expenses (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal securities laws and state securities or Blue Sky laws,
if any (including, without limitation, reasonable fees and disbursements of
Designated Counsel, if any, in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions), (ii) all expenses
of the Company in preparing or assisting in preparing, word processing, printing
and distributing any Shelf Registration Statement, any Prospectus, any
amendments or supplements thereto, any securities sales agreements and other
documents relating to the performance of and compliance with this Agreement,
(iii) all fees and disbursements of counsel for the Company, (iv) all fees and
disbursements of Designated Counsel, the selection of whom shall be reasonably
agreed by the Company, (v) all fees and disbursements of the Trustee and its
counsel and of the registrar and transfer agent for the Ordinary Shares, and
(vi) Securities Act liability insurance obtained by the Company in its sole
discretion. In addition, the Company shall pay the internal expenses of the
Company, the expense of any annual audit or quarterly review, the fees and
expenses incurred in connection with the listing by the Company of the
Registrable Securities on any securities exchange or quotation system on which
similar securities of the Company are then listed and the fees and expenses of
any person, including, without limitation, special experts, retained by the

                                      -20-


Company. If the Company shall, pursuant to Rule 456(b), defer payment of any
registration fees due under the Securities Act with respect to any Registration
Statement, the Company agrees that it shall pay the fees applicable to such
Registration Statement within the time required by Rule 456(b)(1)(i) (without
reliance on the proviso to Rule 456(b)(1)(i)) and in compliance with Rule 456(b)
and Rule 457(r). Each Holder shall pay all brokerage fees and commissions
incurred by it, all transfer taxes incurred by it, the fees and expenses of any
advisors the Holder engages and all similar fees and costs incurred by such
Holder relating to such Holder's disposition of Registrable Securities.

     6. Indemnification, Contribution.

          (a) The Company agrees to indemnify, defend and hold harmless each
     Initial Purchaser, each Holder, each person (a "Controlling Person"), if
     any, who controls, is controlled by or is under common control with any
     Initial Purchaser or Holder within the meaning of Section 15 of the
     Securities Act or Section 20 of the Exchange Act and the respective
     Affiliates (including joint venture counterparts), officers, directors,
     partners, employees, representatives and agents of any Initial Purchaser,
     the Holders or any Controlling Person (each, an "Indemnified Party"), from
     and against any loss, damage, expense, liability, claim or any actions in
     respect thereof (including the reasonable cost of investigation) which such
     Indemnified Party may incur or become subject to under the Securities Act,
     the Exchange Act or otherwise, insofar as such loss, damage, expense,
     liability, claim or action arises out of or is based upon any untrue
     statement or alleged untrue statement of a material fact contained in any
     Registration Statement, Prospectus or Issuer Free Writing Prospectus,
     including any document incorporated by reference therein, or in any
     amendment or supplement thereto or in any preliminary prospectus, or arises
     out of or is based upon any omission or alleged omission to state a
     material fact required to be stated in any Registration Statement or in any
     amendment or supplement thereto or necessary to make the statements therein
     not misleading, or arises out of or is based upon any omission or alleged
     omission to state a material fact necessary in order to make the statements
     made in any Prospectus, Issuer Free Writing Prospectus or in any amendment
     or supplement thereto or in any preliminary prospectus, in the light of the
     circumstances under which such statements were made, not misleading, and
     the Company shall reimburse, as incurred, the Indemnified Parties for any
     legal or other expenses reasonably incurred by them in connection with
     investigating or defending any such loss, damage, expense, liability, claim
     or action in respect thereof; provided, however, that the Company shall not
     be required to provide any indemnification pursuant to this Section 6(a) in
     any such case insofar as any such loss, damage, expense, liability, claim
     or action arises out of or is based upon any untrue statement or omission
     or alleged untrue statement or omission of a material fact contained in, or
     omitted from, and in conformity with information furnished in writing by or
     on behalf of an Initial Purchaser or a Holder to the Company expressly for
     use in, any Registration Statement, Prospectus or Issuer Free Writing
     Prospectus, including, without limitation, information provided to the
     Company by such Holder in a Notice and Questionnaire; provided further,
     however, that this indemnity agreement will be in addition to any liability
     which the Company may otherwise have to such Indemnified Party; provided
     further, however, that no Initial Purchaser or Holder shall be entitled to
     this indemnity to the extent, and only to the extent, such loss, damage,
     expense, liability, claim or action arises out of a disposition,

                                      -21-


     pursuant to a Registration Statement, of Registrable Securities by such
     Initial Purchaser or Holder, as the case may be, during a Suspension
     Period, provided such Initial Purchaser or Holder, as the case may be,
     received, prior to such disposition, a Suspension Notice with respect to
     such Suspension Period.

          (b) Each Holder, severally and not jointly, agrees to indemnify,
     defend and hold harmless the Company, its directors, officers, employees,
     representatives and agents and any person who controls the Company within
     the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act (each, a "Company Indemnified Party") from and against any
     loss, damage, expense, liability, claim or any actions in respect thereof
     (including the reasonable cost of investigation) which such Company
     Indemnified Party may incur or become subject to under the Securities Act,
     the Exchange Act or otherwise, insofar as such loss, damage, expense,
     liability, claim or action arises out of or is based upon (A) any untrue
     statement or alleged untrue statement of a material fact contained in, and
     in conformity with information (the "Holder Information") furnished in
     writing by or on behalf of such Holder to the Company expressly for use in,
     any Registration Statement or Prospectus, or arises out of or is based upon
     any omission or alleged omission to state a material fact in connection
     with such Holder Information, which material fact was not contained in such
     Holder Information, and which material fact was either required to be
     stated in any Registration Statement or Prospectus, or any amendment or
     supplement thereto, or necessary to make such Holder Information not
     misleading; (B) a sale, by such Holder, pursuant to a Registration
     Statement, of Registrable Securities during a Suspension Period, provided
     that the Company shall have theretofore provided such Holder with a
     Suspension Notice with respect to such Suspension Period; or (C) a public
     sale of Registrable Securities by such Holder without delivery, if required
     by the Securities Act, of the most recent applicable Prospectus provided to
     such Holder by the Company pursuant to Section 3(h) or Section 2(d)(i)(C);
     and, subject to the limitation set forth in the immediately preceding
     clause, each Holder shall reimburse, as incurred, the Company for any legal
     or other expenses reasonably incurred by the Company or any such
     controlling person in connection with investigating or defending any loss,
     damage, expense, liability, claim or action in respect thereof. This
     indemnity agreement will be in addition to any liability which such Holder
     may otherwise have to the Company or any of its controlling persons. In no
     event shall the liability of any selling Holder of Registrable Securities
     hereunder be greater in amount than the dollar amount of the proceeds
     received by such Holder upon the sale, pursuant to the Registration
     Statement, of the Registrable Securities giving rise to such
     indemnification obligation.

          (c) If any action, suit or proceeding (each, a "Proceeding") is
     brought against any person in respect of which indemnity may be sought
     pursuant to either Section 6(a) or Section 6(b), such person (the
     "Indemnified Party") shall promptly notify the person against whom such
     indemnity may be sought (the "Indemnifying Party") in writing of the
     institution of such Proceeding and the Indemnifying Party shall assume the
     defense of such Proceeding, including the employment of counsel reasonably
     satisfactory to the Indemnified Party and payment of all fees and expense;
     provided, however, that the omission to so notify such Indemnifying Party
     shall not relieve such Indemnifying Party from any liability which it may
     have to such Indemnified Party or otherwise. Such Indemnified Party shall
     have the right to employ its own counsel in any such case, but the fees and
     expenses of such counsel shall be at the expense of such

                                      -22-


     Indemnified Party unless the employment of such counsel shall have been
     authorized in writing by such Indemnifying Party in connection with the
     defense of such Proceeding or such Indemnifying Party shall not have,
     within a reasonable period of time in light of the circumstances, employed
     counsel to defend such Proceeding or such Indemnified Party shall have
     reasonably concluded that there may be one or more defenses available to it
     that are different from, additional to or in conflict with those available
     to such Indemnifying Party (in which case such Indemnifying Party shall not
     have the right to direct the defense of such Proceeding on behalf of the
     Indemnified Party, in any of which events such fees and expenses shall be
     borne by such Indemnifying Party and paid as incurred (it being understood,
     however, that such Indemnifying Party shall not be liable for the expenses
     of more than one separate counsel in any one Proceeding or series of
     related Proceedings (in additional to any local counsel) representing the
     Indemnified Parties who are parties to such action). An Indemnifying Party
     shall not be liable for any settlement of such Proceeding effected without
     the written consent of such Indemnifying Party, but if settled with the
     written consent of such Indemnifying Party, such Indemnifying Party agrees
     to indemnify and hold harmless an Indemnified Party from and against any
     loss or liability by reason of such settlement. Notwithstanding the
     foregoing sentence, if at any time an Indemnified Party shall have
     requested an Indemnifying Party to reimburse such Indemnified Party for
     fees and expenses of counsel as contemplated by the second sentence of this
     paragraph, then such Indemnifying Party agrees that it shall be liable for
     any settlement of any Proceeding effected without its written consent if
     (i) such settlement is entered into more than sixty (60) Business Days
     after receipt by such Indemnifying Party of the aforesaid request, (ii)
     such Indemnifying Party shall not have fully reimbursed such Indemnified
     Party in accordance with such request prior to the date of such settlement
     and (iii) such Indemnified Party shall have given such Indemnifying Party
     at least thirty (30) days' prior notice of its intention to settle. No
     Indemnifying Party shall, without the prior written consent of any
     Indemnified Party, effect any settlement of any pending or threatened
     Proceeding in respect of which such Indemnified Party is or could have been
     a party and indemnity could have been sought hereunder by such Indemnified
     Party, unless such settlement includes an unconditional release of such
     Indemnified Party from all liability on claims that are the subject matter
     of such Proceeding and does not include an admission of fault or
     culpability or a failure to act by or on behalf of such Indemnified Party.

          (d) If the indemnification provided for in this Section 6 is
     unavailable to an Indemnified Party under Section 6(a) or Section 6(b), or
     insufficient to hold such Indemnified Party harmless, in respect of any
     losses, damages, expenses, liabilities, claims or actions referred to
     therein, then each applicable Indemnifying Party, in lieu of indemnifying
     such Indemnified Party, shall contribute to the amount paid or payable by
     such Indemnified Party as a result of such losses, damages, expenses,
     liabilities, claims or actions (i) in such proportion as is appropriate to
     reflect the relative benefits received by the Company, on the one hand, and
     by the Holders or the Initial Purchasers, on the other hand, from the
     offering of the Registrable Securities or (ii) if the allocation provided
     by clause (i) above is not permitted by applicable law, in such proportion
     as is appropriate to reflect not only the relative benefits referred to in
     clause (i) above but also the relative

                                      -23-


     fault of the Company, on the one hand, and of the Holders or the Initial
     Purchasers, on the other hand, in connection with the statements or
     omissions which resulted in such losses, damages, expenses, liabilities,
     claims or actions, as well as any other relevant equitable considerations.
     The relative fault of the Company, on the one hand, and of the Holders or
     the Initial Purchasers, on the other hand, shall be determined by reference
     to, among other things, whether the untrue statement or alleged untrue
     statement of a material fact or omission or alleged omission relates to
     information supplied by the Company or by the Holders or the Initial
     Purchasers and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission. The amount paid or payable by a party as a result of the losses,
     damages, expenses, liabilities, claims and actions referred to above shall
     be deemed to include any legal or other fees or expenses reasonably
     incurred by such party in connection with investigating or defending any
     Proceeding.

          (e) The Company, the Holders and the Initial Purchasers agree that it
     would not be just and equitable if contribution pursuant to this Section 6
     were determined by pro rata allocation or by any other method of allocation
     which does not take account of the equitable considerations referred to in
     Section 6(d) above. Notwithstanding the provisions of this Section 6, no
     Holder shall be required to contribute any amount in excess of the amount
     by which the total price at which the Registrable Securities giving rise to
     such contribution obligation and sold by such Holder were offered to the
     public exceeds the amount of any damages which it has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The Holders' respective obligations
     to contribute pursuant to this Section 6 are several in proportion to the
     respective amount of Registrable Securities they have sold pursuant to a
     Registration Statement, and not joint. The remedies provided for in this
     Section 6 are not exclusive and shall not limit any rights or remedies
     which may otherwise be available to any indemnified party at law or in
     equity.

          (f) The indemnity and contribution provisions contained in this
     Section 6 shall remain operative and in full force and effect regardless of
     (i) any termination of this Agreement, (ii) any investigation made by or on
     behalf of any Holder or the Initial Purchasers or any person controlling
     any Holder or Initial Purchaser, or the Company, or the Company's officers
     or directors or any person controlling the Company and (iii) the sale of
     any Registrable Security by any Holder.

     7. Information Requirements.

          (a) The Company covenants that, if at any time before the end of the
     Effectiveness Period it is not subject to the reporting requirements of the
     Exchange Act, it will cooperate with any Holder of Registrable Securities
     and take such further action as any Holder of Registrable Securities may
     reasonably request in writing (including, without limitation, making such
     representations as any such Holder may reasonably request), all to the
     extent required from time to time to enable such Holder to sell

                                      -24-


     Registrable Securities without registration under the Securities Act within
     the limitations of the exemptions provided by Rule 144, Rule 144A or
     Regulation S under the Securities Act and customarily taken in connection
     with sales pursuant to such exemptions. Upon the written request of any
     Holder, the Company shall deliver to such Holder a written statement as to
     whether the Company has duly filed all reports required to be filed by it
     under Section 13 or 15(d) of the Exchange Act during the preceding twelve
     (12) months, unless such a statement has been included in the Company's
     most recent report filed with the SEC pursuant to Section 13 or Section
     15(d) of the Exchange Act.

          (b) During the Effectiveness Period, the Company shall use its
     commercially reasonable efforts to comply with all requirements set forth
     in the instructions to Form F-3 in order to allow the Company to be
     eligible to file registration statements on Form F-3. The Company shall use
     its commercially reasonable efforts to remain eligible, pursuant to Rule
     430B(b), to omit, from the prospectus that is filed as part of a Shelf
     Registration Statement, the identities of selling securityholders and
     amounts of securities to be registered on their behalf.

     8. Underwritten Registrations.

     Notwithstanding anything herein to the contrary, in no event shall
Registrable Securities be offered and sold pursuant hereto through a Shelf
Registration Statement pursuant to an underwritten offering without the prior
written agreement of the Company. No person may participate in any underwritten
registration hereunder unless such person (i) agrees to sell such person's
Registrable Securities on the basis reasonably provided in any underwriting
arrangements approved by the Company and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements. The Holders participating in any underwritten offering shall be
responsible for any underwriting discounts and commissions and fees and, subject
to Section 5 hereof, expenses of their own counsel. The Company shall pay all
expenses customarily borne by issuers in an underwritten offering, including but
not limited to filing fees, the fees and disbursements of its counsel and
independent public accountants and any printing expenses incurred in connection
with such underwritten offering.

     9. Miscellaneous.

          (a) Remedies. The Company acknowledges and agrees that any failure by
     the Company to comply with its obligations under this Agreement may result
     in material irreparable injury to the Initial Purchasers and the Holders
     for which there is no adequate remedy at law, that it will not be possible
     to measure damages for such injuries precisely and that, in the event of
     any such failure, any Initial Purchaser or Holder may obtain such relief as
     may be required to specifically enforce the Company's obligations under
     this Agreement. The Company further agrees to waive the defense in any
     action for specific performance that a remedy at law would be adequate.
     Notwithstanding the foregoing two sentences, this Section 9(a) shall not
     apply to the subject matter referred to in and contemplated by Section
     2(e).

                                      -25-


          (b) No Conflicting Agreements. The Company will not, on or after the
     date of this Agreement, enter into any agreement with respect to the
     Company's securities that conflicts with the rights granted to the Holders
     in this Agreement. The Company represents and warrants that the rights
     granted to the Holders hereunder are not in conflict with the rights
     granted to the holders of the Company's securities under any other
     agreements.

          (c) Amendments and Waivers. The provisions of this Agreement,
     including the provisions of this sentence, may not be amended, modified or
     supplemented, and waivers or consents to departures from the provisions
     hereof may not be given, unless the Company has obtained the written
     consent of Holders of a majority of outstanding Registrable Securities;
     provided, however, that, no consent is necessary from any of the Holders in
     the event that this Agreement is amended, modified or supplemented for the
     purpose of curing any ambiguity, defect or inconsistency that does not
     adversely affect the rights of any Holders. Notwithstanding the foregoing,
     a waiver or consent to depart from the provisions hereof with respect to a
     matter that relates exclusively to the rights of Holders of Registrable
     Securities whose securities are being sold pursuant to a Shelf Registration
     Statement and that does not directly or indirectly affect the rights of
     other Holders of Registrable Securities may be given by Holders of at least
     a majority of the Registrable Securities being sold by such Holders
     pursuant to such Shelf Registration Statement; provided, however, that the
     provisions of this sentence may not be amended, modified, or supplemented
     except in accordance with the provisions of the immediately preceding
     sentence. Each Holder of Registrable Securities outstanding at the time of
     any such amendment, modification, supplement, waiver or consent or
     thereafter shall be bound by any such amendment, modification, supplement,
     waiver or consent effected pursuant to this Section 9(c), whether or not
     any notice, writing or marking indicating such amendment, modification,
     supplement, waiver or consent appears on the Registrable Securities or is
     delivered to such Holder.

          (d) Notices. All notices and other communications provided for or
     permitted hereunder shall be made in writing by hand delivery, by
     telecopier, by courier guaranteeing overnight delivery or by first-class
     mail, return receipt requested, and shall be deemed given (A) when made, if
     made by hand delivery, (B) upon confirmation, if made by telecopier, (C)
     one (1) Business Day after being deposited with such courier, if made by
     overnight courier or (D) on the date indicated on the notice of receipt, if
     made by first-class mail, to the parties as follows:

               (i) if to a Holder, at the most current address given by such
          Holder to the Company in a Notice and Questionnaire or any amendment
          thereto;

               (ii)  if to the Company, to:

                     Suntech Power Holdings Co., Ltd.
                     17-6 Changjiang South Road
                     New District, Wuxi
                     Jiangsu Province 214028
                     People's Republic of China

                                      -26-


                     Attention: Chief Financial Officer
                     Telecopy No.: +86-510-8534-4448

               (iii) if to the Initial Purchasers, to:

                     Goldman, Sachs & Co,
                     85 Broad Street, New York, NY 10004
                     Attention: Registration Department
                     Telecopy No.: 212-902-3000

                     with copies to:
                     ABN AMRO  Bank N.V., Hong Kong Branch
                     38th Floor, Cheung Kong Center
                     2 Queen's Road Central
                     Hong Kong
                     Attention: Head of Equity Capital Markets
                     Telecopy No.: +852-2700-5933

                     and

                     UBS Securities LLC
                     229 Park Avenue
                     New York, NY 10171
                     Attention: Syndicate Department
                     Telecopy No.: 212-713-3460


     or to such other address as such person may have furnished to the other
     persons identified in this Section 9(d) in writing in accordance herewith.

          (e) Majority of Registrable Securities. For purposes of determining
     what constitutes holders of a majority of Registrable Securities, as
     referred to in this Agreement, a majority shall mean holders of a majority
     of the Underlying Ordinary Shares that constitute Registrable Securities,
     treating (i) each holder of Notes that constitute Registrable Securities as
     the holder of the Underlying Ordinary Shares represented by the Underlying
     ADSs issuable upon conversion of such Notes as if such Notes were
     convertible solely into ADSs (without regard to the Company's right to
     elect full or partial cash settlement upon conversion of the Notes pursuant
     to the Indenture), and (ii) treating each holder of ADSs (if any) that
     constitute Registrable Securities as the holder of the Underlying Ordinary
     Shares represented by such ADSs.

          (f) Approval of Holders. Whenever the consent or approval of Holders
     of a specified percentage of Registrable Securities is required hereunder,
     Registrable Securities held by the Company or its "affiliates" (as such
     terms is defined in Rule 405) (other than the Initial Purchasers or
     subsequent Holders of Registrable Securities, if the Initial Purchasers or
     such subsequent Holders are deemed to be such affiliates solely by reason
     of their holdings of such Registrable Securities) shall not be counted in

                                      -27-


     determining whether such consent or approval was given by the Holders of
     such required percentage.

          (g) Third Party Beneficiaries. Each Holder shall be third party
     beneficiary to the agreements made hereunder between the Company, on the
     one hand, and the Initial Purchasers, on the other hand, and shall have the
     right to enforce such agreements directly to the extent it may deem such
     enforcement necessary or advisable to protect its rights hereunder. The
     Trustee shall be entitled to the rights granted to it pursuant to this
     Agreement and shall be bound by the terms hereof.

          (h) Successors and Assigns. Any person who purchases any Covered
     Security from any Initial Purchaser or from any Holder shall be deemed, for
     purposes of this Agreement, to be an assignee of such Initial Purchaser or
     such Holder, as the case may be. This Agreement shall inure to the benefit
     of and be binding upon the respective successors and assigns of each of the
     parties hereto and shall inure to the benefit of and be binding upon each
     Holder of any Covered Security.

          (i) Counterparts. This Agreement may be executed in any number of
     counterparts and by the parties hereto in separate counterparts, each of
     which when so executed shall be deemed to be original and all of which
     taken together shall constitute one and the same agreement.

          (j) Headings. The headings in this Agreement are for convenience of
     reference only and shall not limit or otherwise affect the meaning hereof.

          (k) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          (l) Severability. If any term, provision, covenant or restriction of
     this Agreement is held to be invalid, illegal, void or unenforceable, the
     remainder of the terms, provisions, covenants and restrictions set forth
     herein shall remain in full force and effect and shall in no way be
     affected, impaired or invalidated thereby, and the parties hereto shall use
     their reasonable best efforts to find and employ an alternative means to
     achieve the same or substantially the same result as that contemplated by
     such term, provision, covenant or restriction, it being intended that all
     of the rights and privileges of the parties shall be enforceable to the
     fullest extent permitted by law.

          (m) Entire Agreement. This Agreement is intended by the parties hereto
     as a final expression of their agreement and is intended to be a complete
     and exclusive statement of the agreement and understanding of the parties
     hereto in respect of the subject matter contained herein and the
     registration rights granted by the Company with respect to the Registrable
     Securities. Except as provided in the Purchase Agreement, there are no
     restrictions, promises, warranties or undertakings, other than those set
     forth or referred to herein, with respect to the registration rights
     granted by the Company with respect to the Registrable Securities. This
     Agreement supersedes all prior agreements and undertakings among the
     parties with respect to such registration rights. No party

                                      -28-


     hereto shall have any rights, duties or obligations other than those
     specifically set forth in this Agreement.

          (n) Termination. This Agreement and the obligations of the parties
     hereunder shall terminate upon the end of the Effectiveness Period, except
     for any liabilities or obligations under Section 4, Section 5 or Section 6
     hereof and the obligations to make payments of and provide for additional
     interest under Section 2(e) hereof to the extent such additional interest
     accrued prior to the end of the Effectiveness Period and to the extent any
     overdue additional interest accrues in accordance with the last paragraph
     of such Section 2(e), each of which shall remain in effect in accordance
     with its terms.

          (o) Submission to Jurisdiction. Except as set forth below, no
     proceeding, claim, counterclaim or dispute of any kind or nature whatsoever
     arising out of or in any way relating to this Agreement ("Claim") may be
     commenced, prosecuted or continued in any court other than the courts of
     the State of New York located in the City and County of New York or in the
     United States District Court for the Southern District of New York, which
     courts shall have jurisdiction over the adjudication of such matters, and
     the Company hereby consents to the jurisdiction of such courts and personal
     service with respect thereto. The Company hereby consents to personal
     jurisdiction, service and venue in any court in which any Claim arising out
     of or in any way relating to this Agreement is brought by any third party
     against any Initial Purchaser. THE COMPANY, EACH INITIAL PURCHASER AND EACH
     HOLDER HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER
     BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR
     RELATING TO THIS AGREEMENT. The Company, each Initial Purchaser and each
     Holder agree that a final judgment in any such Proceeding brought in any
     such court shall be conclusive and binding upon such party and may be
     enforced in any other courts in the jurisdiction of which such party is or
     may be subject, by suit upon such judgment. The Company hereby appoints,
     without power of revocation, CT Corporation System at 111 Eighth Avenue,
     New York, New York 10011, as its agent to accept and acknowledge on its
     behalf service of any and all process which may be served in any Claim.

          (p) Judgment Currency. In respect of any judgment or order given or
     made for any amount due hereunder that is expressed and paid in a currency
     (the "judgment currency") other than United States dollars, the Company
     agrees to indemnify the Initial Purchasers against any loss incurred by
     such Initial Purchasers as a result of any variation as between (a) the
     rate of exchange at which the United States dollar amount is converted into
     the judgment currency for the purpose of such judgment or order and (b) the
     rate of exchange at which such Initial Purchaser is able to purchase United
     States dollars with the amount of the judgment currency actually received
     by such Initial Purchaser. If the United States dollars so purchased are
     greater than the sum originally due to such Initial Purchaser hereunder,
     such Initial Purchaser agrees to pay to the Company an amount equal to the
     excess of the United States dollars so purchased over the sum originally
     due to such Initial Purchaser hereunder. The foregoing indemnity shall
     constitute a separate and independent obligation of the Company and shall
     continue in full force and effect notwithstanding any such judgment or
     order as aforesaid. The term "rate of exchange"

                                      -29-


     shall include any premiums and costs of exchange payable in connection with
     the purchase of or conversion into United States dollars.

  [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

                                      -30-


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


                                             
                                                Very truly yours,
                                                SUNTECH POWER HOLDINGS CO., LTD.

                                                By: /s/ Amy Zhang
                                                   ---------------------------
                                                Name:  Amy Zhang
                                                Title: Chief Financial Officer



                         [REGISTRATION RIGHTS AGREEMENT]


Accepted and agreed to as of the date
first above written:

Goldman Sachs (Asia) L.L.C.

By:/s/ Stephen Wong
   ---------------------------------
   Name: Stephen Wong
   Title: Managing Director


ABN AMRO Bank N.V., Hong Kong Branch

By:/s/ MICHAEL BRACKEN
   ---------------------------------
   Name: MICHAEL BRACKEN
   Title: Managing Director


By:/s/ ALAN TAN
   ---------------------------------
   Name: ALAN TAN
   Title: Executive Director


UBS Securities LLC

By:/s/ EMIR KAYALIOGLU
   ---------------------------------
   Name: EMIR KAYALIOGLU
   Title: DIRECTOR


By:/s/ DANIEL S. HOVERMAN
   ---------------------------------
   Name: DANIEL S. HOVERMAN
   Title: DIRECTOR

                         [REGISTRATION RIGHTS AGREEMENT]

EX-5.1

OUR REF        MXS\613559\2668553V5
DIRECT TEL     +852 2971 3007
EMAIL          MATTHEW.STOCKER@MAPLESANDCALDER.COM


New York Stock Exchange, Inc.
20 Broad Street
New York 10005
United States of America

Suntech Power Holdings Co., Ltd.
17-6 Changjiang South Road
New District
Wuxi
Jiangsu Province 214028
People's Republic of China

12 June 2008

Dear Sir

SUNTECH POWER HOLDINGS CO., LTD.

We act as Cayman Islands counsel for Suntech Power Holdings Co., Ltd (the
"COMPANY"), a Cayman Islands company, in connection with the Company's
registration statement on Form F-3, including all amendments or supplements
thereto (the "REGISTRATION STATEMENT"), filed with the Securities and Exchange
Commission (the "COMMISSION") under the Securities Act of 1933, as amended (the
"ACT") and (i) the registration by the Company of US$575,000,000 aggregate
principal amount of 3.00% Convertible Senior Notes due 2013 (the "NOTES") issued
under an Indenture, dated as of 17 March 2008 (the "INDENTURE"), between the
Company and Wilmington Trust Company as trustee (the "TRUSTEE"), and the
registration of the Company's Ordinary Shares, of par value US$0.01 each (the
"ORDINARY SHARES"), issuable upon conversion of the Notes pursuant to the
Indenture, and (ii) the registration of 1,310,328 Ordinary Shares issued by the
Company on 12 June 2008 pursuant to the Amendment No. 3 dated as of 1 June 2008
(the "AMENDMENT") to the Share Subscription, Purchase and Exchange Agreement
dated 2 August 2006, as amended, among the Company, MSK Corporation and the
Stockholders (defined therein) and the Stock Purchase Agreement dated as of 1
June 2008 among the Seller (defined therein), Dr. Tadao Kasahara and Power Solar
System Co., Ltd. (the "STOCK PURCHASE AGREEMENT").

1    DOCUMENTS REVIEWED

We have reviewed originals, copies, drafts or conformed copies of the following
documents (the "DOCUMENTS"):

1.1  the Certificate of Incorporation dated 8 August 2005 and Memorandum and
     Articles of Association of the Company adopted by special resolution on 26
     October 2005 (together the "MEMORANDUM AND ARTICLES OF ASSOCIATION");

1.2  the written resolutions of the directors of the Company dated 12 June 2008
     and the corporate records of the Company maintained at its registered
     office in the Cayman Islands;

1.3  a certificate of good standing dated 11 June 2008 issued by the Registrar
     of Companies (the "CERTIFICATE OF GOOD STANDING");



1.4  a certificate from a director of the Company dated 12 June 2008, a copy of
     which is annexed hereto (the "DIRECTOR'S CERTIFICATE");

1.5  the Registration Statement;

1.6  the Amendment; and

1.7  the Stock Purchase Agreement.


2    ASSUMPTIONS

Save as aforesaid we have not been instructed to undertake and have not
undertaken any further enquiry or due diligence in relation to the transaction
the subject of this opinion. The following opinions are given only as to and
based on circumstances and matters of fact existing at the date hereof and of
which we are aware consequent upon the instructions we have received in relation
to the matter the subject of this opinion and as to the laws of the Cayman
Islands as the same are in force at the date hereof. In giving this opinion, we
have relied upon the completeness and accuracy (and assumed the continuing
completeness and accuracy as at the date hereof) of the Director's Certificate
as to matters of fact and the Certificate of Good Standing without further
verification and have relied upon the following assumptions, which we have not
independently verified:

(i)     Copy documents or drafts of documents provided to us are true and
        complete copies of, or in the final forms of, the originals.

(ii)    The genuineness of all signatures and seals.

(iii)   There is no contractual or other prohibition (other than as may arise by
        virtue of the laws of the Cayman Islands) binding on the Company or on
        any other party prohibiting it from entering into and performing its
        obligations.


3    OPINIONS


The following opinions are given only as to matters of Cayman Islands law and we
have assumed that there is nothing under any other law that would affect or vary
the following opinions.


Based upon the foregoing and subject to the qualifications set out below and
having regard to such legal considerations as we deem relevant, we are of the
opinion that:


3.1  The Company has been duly incorporated as an exempted company with limited
     liability for an unlimited duration and is validly existing and in good
     standing under the laws of the Cayman Islands.


3.2  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.


3.3  The issue and allotment of (i) the Ordinary Shares upon conversion of the
     Notes in accordance with the terms of the Indenture and (ii) the Ordinary
     Shares in accordance with the terms of the Amendment and the Stock Purchase
     Agreement have been duly authorised. When allotted, issued and paid for as
     contemplated in the Registration Statement and registered in the register
     of members (shareholders), the Ordinary Shares will be legally issued and
     allotted, as fully paid and non-assessable.



3.4  The liability of shareholders of the Company is limited to the amount, if
     any, unpaid on their shares. On the basis that all such shares in the
     Company are fully paid, there is no rule of Cayman Islands law that would
     impose any further liability on persons holding shares in the Company,
     merely by reason of such shareholding.


4    QUALIFICATIONS


This opinion is subject to the following qualification and limitation that under
the Companies Law (2007 Revision) of the Cayman Islands, the register of members
of a Cayman Islands company is by statute regarded as prima facie evidence of
any matters which the Companies Law (2007 Revision) directs or authorises to be
inserted therein. A third party interest in the shares in question would not
appear. An entry in the register of members may yield to a court order for
rectification (for example, in the event of fraud or manifest error).


Except as specifically stated herein, we make no comment with respect to any
representations and warranties which may be made by or with respect to the
Company in the Registration Statement or otherwise with respect to the
commercial terms of the transactions the subject of this opinion.


We hereby consent to the use of this opinion in, and the filing hereof as an
Exhibit to, the Registration Statement and to the reference to our name under
the headings "Enforceability of Civil Liabilities", "Taxation" and "Legal
Matters" and elsewhere in the prospectus included in the Registration Statement.
In giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the U.S. Securities Act
of 1933, as amended, or the Rules and Regulations of the Commission thereunder.


Yours faithfully


/s/ Maples and Calder
- ---------------------
Maples and Calder

EX-5.2

                                                                     Exhibit 5.2


                                                                   June 12, 2008


Suntech Power Holdings Co., Ltd.
17-6 Changjiang South Road
New District, Wuxi
Jiangsu Province 214028
People's Republic of China


Ladies and Gentlemen:

     We have acted as United States counsel to Suntech Power Holdings Co., Ltd.,
a Cayman Islands exempted company incorporated with limited liability (the
"Company"), in connection with the Registration Statement on Form F-3 (the
"Registration Statement") filed by the Company with the U.S. Securities and
Exchange Commission (the "Commission") under the U.S. Securities Act of 1933,
as amended, relating to the registration by the Company of $575,000,000
aggregate principal amount of 3.00% Convertible Senior Notes due 2013
(the "Securities") for resales by the holders of the Securities, pursuant
to the Registration Rights Agreement dated as of March 17, 2008, among the
Company, Goldman Sachs (Asia) L.L.C., ABN AMRO Bank N.V., Hong Kong Branch and
UBS Securities LLC. The Securities were issued under the Indenture (the
"Indenture") dated as of March 17, 2008, between the Company, Wilmington Trust
Company, as trustee (the "Trustee") and as securities agent (the "Securities
Agent").

     We have examined the Registration Statement and the Indenture, which
has been filed with the Commission as an exhibit to the Registration Statement.
We also have examined the originals, or duplicates or certified or conformed
copies, of such corporate and other records, agreements, documents and
other instruments and have made such other investigations as we have deemed
relevant and necessary in connection with the opinions hereinafter set forth. As
to questions of fact material to this opinion, we have relied upon certificates
or comparable documents of public officials and of officers and representatives
of the Company.

     In rendering the opinion set forth below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed copies
and the authenticity of the originals of such latter documents. We





have also assumed that (1) the Company is validly existing under the law of the
Cayman Islands, (2) the Company has duly authorized, executed and delivered the
Indenture and the Securities in accordance with its Second Amended and Restated
Memorandum and Articles of Association and the law of the Cayman Islands, (3)
the execution, delivery and performance by the Company of the Indenture and the
Securities did not and will not violate the law of the Cayman Islands or any
other applicable laws (except that no such assumption is made with respect to
the law of the State of New York and the federal law of the United States) and
(4) the execution, delivery and performance by the Company of the Indenture and
the Securities did not and will not constitute a breach or violation of any
agreement or instrument that is binding upon the Company. In addition, we have
assumed that the Indenture is the valid and legally binding obligation of the
Trustee and the Securities Agent.

     Based upon the foregoing, and subject to the qualifications, assumptions
and limitations stated herein, we are of the opinion that the Securities
constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms.

     Our opinion set forth above is subject to (i) the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, (ii) general
equitable principles (whether considered in a proceeding in equity or at law),
(iii) an implied covenant of good faith and fair dealing and (iv) to the effects
of the possible judicial application of foreign laws or foreign governmental or
judicial action affecting creditors' rights.

     We do not express any opinion herein concerning any law other than the law
of the State of New York and the federal law of the United States.

     We hereby consent to the filing of this opinion letter as Exhibit 5.2 to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.


                                          Very truly yours,

                                          /s/ Simpson Thacher & Bartlett LLP
                                          ----------------------------------
                                          SIMPSON THACHER & BARTLETT LLP

EX-8.1

                                                                     Exhibit 8.1


                                                                   June 12, 2008


Suntech Power Holdings Co., Ltd.
17-6 Changjiang South Road
New District, Wuxi
Jiangsu Province 214028
People's Republic of China


Ladies and Gentlemen:

     We have acted as United States counsel to Suntech Power Holdings Co., Ltd.,
a Cayman Islands exempted company incorporated with limited liability (the
"Company"), in connection with the Registration Statement on Form F-3 (the
"Registration Statement") filed by the Company with the U.S. Securities and
Exchange Commission (the "Commission") under the U.S. Securities Act of 1933, as
amended, relating to the registration by the Company of $575,000,000 aggregate
principal amount of 3.00% Convertible Senior Notes due 2013 (the "Securities")
for resales by the holders of the Securities, pursuant to the Registration
Rights Agreement, dated as of March 17, 2008, between the Company and Goldman
Sachs (Asia) L.L.C., ABN AMRO Bank N.V., Hong Kong Branch and UBS Securities
LLC. The Securities were issued under an indenture (the "Indenture"), dated as
of March 17, 2008, between the Company, Wilmington Trust Company, as trustee
(the "Trustee") and as securities agent (the "Securities Agent").

     In delivering this opinion letter, we have examined, and relied upon, (i)
the Registration Statement, (ii) the Indenture, and (iii) a form of the
Securities. We also have examined the originals, or duplicates or certified or
conformed copies, of such corporate and other records, agreements, documents and
other instruments and have made such other investigations as we have deemed
relevant and necessary in connection with the opinions hereinafter set forth. As
to questions of fact material to this opinion, we have relied upon certificates
or comparable documents of public officials and of officers and representatives
of the Company.

     In rendering the opinion described below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed copies
and the authenticity of the originals of such latter documents. We





have also assumed that the transactions related to resales of the Securities
will be consummated in accordance with the terms of the documents described
herein.

     Based upon the foregoing, and subject to the qualifications, assumptions
and limitations stated herein and in the Registration Statement, we are of the
opinion that the statements set forth in the Registration Statement under the
caption "Taxation--Certain United States Federal Income Tax Consequences,"
insofar as they purport to constitute summaries of matters of United States
federal tax law and regulations or legal conclusions with respect thereto,
constitute accurate summaries of the matters described therein in all material
respects.

     We express no opinion with respect to the transactions referred to herein
or in the Registration Statement other than as expressly set forth herein. We do
not express any opinion herein concerning any law other than the federal income
tax laws of the United States.

     We hereby consent to the filing of this opinion letter as Exhibit 8.1 to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement.


                                   Very truly yours,

                                   /s/ Simpson Thacher & Bartlett LLP
                                   -----------------------------------
                                   SIMPSON THACHER & BARTLETT LLP

EX-8.2

                                                                     EXHIBIT 8.2

                              Dated: June 12, 2008


SUNTECH POWER HOLDINGS CO., LTD.
17-6 Changjiang South Road
New District, Wuxi
Jiangsu Province 214028
People's Republic of China


Ladies and Gentlemen:

     We are qualified lawyers of the People's Republic of China (the "PRC") and
as such are qualified to issue this opinion on the laws of the PRC. We have
acted as PRC counsel to Suntech Power Holdings Co., Ltd., a Cayman Islands
exempted company incorporated with limited liability (the "Company"), in
connection with the Registration Statement on Form F-3 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, relating to the
registration by the Company of $575,000,000 aggregate principal amount of 3.00%
convertible senior notes due 2013 (the "Securities") and ordinary shares, par
value $0.01 per share, of the Company ("Ordinary Shares") underlying the
American Depositary Shares into which the Securities are convertible, for resale
by the holders of the Securities, pursuant to the Company's obligations under a
registration rights agreement dated as of March 17, 2008 by and among the
Company, Goldman Sachs (Asia) L.L.C., ABN AMRO Bank N.V., Hong Kong Branch and
UBS Securities LLC (collectively, the "Initial Purchasers"). The Securities were
issued under an indenture (the "Indenture") dated as of March 17, 2008, between
the Company and Wilmington Trust Company, as trustee and securities agent (the
"Trustee").

     In delivering this opinion letter, we have reviewed and relied upon: (i)
the Registration Statement, (ii) the Indenture, and (iii) a form of the
Securities.

     In rendering the opinion described below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents



submitted to us as duplicates or certified or conformed copies and the
authenticity of the originals of such latter documents. We have also assumed
that the transactions related to the issuance of the Securities will be
consummated in accordance with the terms of the documents described herein.

     Based upon the foregoing, and subject to the qualifications, assumptions
and limitations stated herein and in the Registration Statement, we are of the
opinion that the statements set forth in the Registration Statement under the
caption "Taxation--People's Republic of China Taxation" insofar as they purport
to constitute summaries of matters of PRC tax law and regulations or legal
conclusions with respect thereto, constitute accurate summaries of the matters
described therein in all material respects.

     This opinion is rendered on the basis of the PRC Laws (other than the laws
of Hong Kong, Macao or Taiwan) effective as at the date hereof. We express no
opinion with respect to the transactions referred to herein or in the
Registration Statement other than as expressly set forth herein. We do not
express any opinion herein concerning any law other than the tax law of PRC.

     We hereby consent to the filing of this opinion letter as Exhibit 8.2 to
the Registration Statement and to the use of our name in the Registration
Statement.



                                      Very truly Yours,


                                             /s/ GRANDALL LEGAL GROUP (SHANGHAI)
                                             -----------------------------------
                                             GRANDALL LEGAL GROUP (SHANGHAI)

                                       2

EX-12.1

                                                                               .
                                                                               .
                                                                               .

                                                                    Exhibit 12.1

SUNTECH POWER H LDINGS CO., LTD.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES






                                                         2007             2006             2005             2004             2003
                                                         USD              USD              USD              USD              USD

                                                                                                         

Earnings

  Income (loss) from continuing
  operations before income taxes                     181,787,544      111,780,572       34,415,078       19,145,228         624,618

  Capitalized interest                                   (47,601)               -                -                -               -

  Amortization of capitalized interest                     6,330                -                -                -               -

  Equity in losses (earnings) of
  affiliates, net of taxes                               698,588       (1,013,058)        (121,408)          51,421               -
                                                    -------------     ------------      -----------     ------------     ----------

Subtotal                                             182,444,861       10,767,514        34,293,670       19,196,649        624,618
                                                    -------------    -------------      -----------     ------------     ----------

Fixed charges

  Interest charges                                     23,312,612        6,293,078         7,907,323        1,036,442        226,592

  Convertible notes
  interest expenses                                     1,107,639               -                 -                -              -
                                                     --------------  -------------     ------------     -------------    ----------

Subtotal                                               24,420,251       6,293,078         7,907,323        1,036,442        226,592
                                                     -------------   -------------     ------------     -------------    ----------

Earnings (loss), as adjusted                          206,865,112     117,060,592        42,200,993       20,233,091        851,210

Ratio of earnings to fixed charges                           8.47           18.60              5.34            19.52           3.76





Note:     The ratios of  earnings  to fixed  charges  were  computed by dividing
          fixed charges into the sum of earnings (after certain adjustments) and
          fixed  charges.   Fixed  charges  include  interest  on  all  debt  of
          continuing   operations.   Earnings  include  income  from  continuing
          operations  before income taxes,  plus net losses (earnings) in equity
          method investees.

EX-23.1

                                                                    Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on
Form F-3 of our reports dated March 10, 2008 (March 17, 2008 as discussed in
Note 28) relating to the consolidated financial statements of Suntech Power
Holding Co., Ltd. and subsidiaries ("the Company") (which report expresses an
unqualified opinion on the financial statements and includes explanatory
paragraphs relating to the Company's adoption of new accounting standards) and
expresses an unqualified opinion on the effectiveness of internal control over
financial reporting, appearing in the Annual Report on Form 20-F of Suntech
Power Holding Co., Ltd. for the year ended December 31, 2007, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.

/s/ Deloitte Touche Tohmatsu CPA Ltd.

Deloitte Touche Tohmatsu CPA Ltd.

Shanghai, China

June 12, 2008

EX-25.1

                                                                    EXHIBIT 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------
                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
         Check if an Application to Determine Eligibility of a Trustee
                        Pursuant to Section 305(b)(2) __


                            WILMINGTON TRUST COMPANY
               (Exact name of Trustee as specified in its charter)


                 DELAWARE                               51-0055023
      (Jurisdiction of incorporation       (I.R.S. Employer Identification No.)
            of organization
       if not a U.S. national bank)


                            1100 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19890-0001
                                 (302) 651-1000
          (Address of principal executive offices, including zip code)


                              MICHAEL A. DIGREGORIO
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                            WILMINGTON TRUST COMPANY
                            1100 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19890-0001
                                 (302) 651-8793
            (Name, address, including zip code, and telephone number,
                   including area code, of agent of service)


                        SUNTECH POWER HOLDINGS CO., LTD.
               (Exact name of obligor as specified in its charter)


          CAYMAN ISLANDS                              NOT APPLICABLE
    (State or other jurisdiction or         (I.R.S. Employer Identification No.)
     incorporation or organization)


                           17-6 CHANGJIANG SOUTH ROAD
                               NEW DISTRICT, WUXI
                             JIANGSU PROVINCE 214028
                           PEOPLE'S REPUBLIC OF CHINA
          (Address of principal executive offices, including zip code)
                             ----------------------


                     3.00% CONVERTIBLE SENIOR NOTES DUE 2013
                       (Title of the indenture securities)





ITEM 1.  GENERAL INFORMATION.

         Furnish the following information as to the trustee:

         (a)  Name and address of each examining or supervising authority to
              which it is subject.

         Federal Reserve Bank of Philadelphia   State Bank Commissioner
         Ten Independence Mall                  555 East Loockerman Street,
         Philadelphia, PA  19106-1574           Suite 210
                                                Dover, Delaware 19901

         (b)  Whether it is authorized to exercise corporate trust powers.

         The trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH THE OBLIGOR.

         If the obligor is an affiliate of the trustee, describe each
         affiliation:

         Based upon an examination of the books and records of the trustee and
         information available to the trustee, the obligor is not an affiliate
         of the trustee.

ITEM 16. LIST OF EXHIBITS.

         List below all exhibits filed as part of this Statement of Eligibility
         and Qualification.
         -    A copy of the Charter of Wilmington Trust Company (Exhibit 1),
              which includes the certificate of authority of Wilmington Trust
              Company to commence business (Exhibit 2) and the authorization of
              Wilmington Trust Company to exercise corporate trust powers
              (Exhibit 3).
         -    A copy of the existing By-Laws of Wilmington Trust Company
               (Exhibit 4).
         -    Consent of Wilmington Trust Company required by Section 321(b) of
              the Trust Indenture Act (Exhibit 6).
         -    A copy of the latest Report of Condition of Wilmington Trust
              Company (Exhibit 7).

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wilmington Trust Company, a corporation organized and existing under
the laws of Delaware, has duly caused this Statement of Eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the City of
Wilmington and State of Delaware on the ____ day of May, 2008.


[SEAL]                                       WILMINGTON TRUST COMPANY


Attest: /s/ Michael H. Wass                  By: /s/ Denise M. Geran
        -------------------                      ---------------------
         Assistant Secretary                 Name: Denise M. Geran
                                             Title:  Vice President






                                   EXHIBIT 1*

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987


































*Exhibit 1 also constitutes Exhibits 2 and 3.






                                 AMENDED CHARTER
                                       OR
                              ACT OF INCORPORATION
                                       OF
                            WILMINGTON TRUST COMPANY

     WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General
Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware
Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which
company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed in the
Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act
of Incorporation of which company has been from time to time amended and changed
by merger agreements pursuant to the corporation law for state banks and trust
companies of the State of Delaware, does hereby alter and amend its Charter or
Act of Incorporation so that the same as so altered and amended shall in its
entirety read as follows:

          FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

          SECOND: - The location of its principal office in the State of
     Delaware is at Rodney Square North, in the City of Wilmington, County of
     New Castle; the name of its resident agent is WILMINGTON TRUST COMPANY
     whose address is Rodney Square North, in said City. In addition to such
     principal office, the said corporation maintains and operates branch
     offices in the City of Newark, New Castle County, Delaware, the Town of
     Newport, New Castle County, Delaware, at Claymont, New Castle County,
     Delaware, at Greenville, New Castle County Delaware, and at Milford Cross
     Roads, New Castle County, Delaware, and shall be empowered to open,
     maintain and operate branch offices at Ninth and Shipley Streets, 418
     Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the
     City of Wilmington, New Castle County, Delaware, and such other branch
     offices or places of business as may be authorized from time to time by the
     agency or agencies of the government of the State of Delaware empowered to
     confer such authority.

          THIRD: - (a) The nature of the business and the objects and purposes
     proposed to be transacted, promoted or carried on by this Corporation are
     to do any or all of the things herein mentioned as fully and to the same
     extent as natural persons might or could do and in any part of the world,
     viz.:

          (1)  To sue and be sued, complain and defend in any Court of law or
               equity and to make and use a common seal, and alter the seal at
               pleasure, to hold, purchase, convey, mortgage or otherwise deal
               in real and personal estate and property, and to appoint such
               officers and agents as the business of the Corporation shall
               require, to make by-laws not inconsistent with the Constitution
               or laws of the United States or of this State, to discount bills,
               notes or other evidences of debt, to receive deposits of money,
               or securities for money, to buy gold and silver bullion and
               foreign coins, to buy and sell bills of exchange, and generally
               to use, exercise and enjoy all the powers, rights, privileges and
               franchises incident to a corporation which are proper or
               necessary for the transaction of the business of the Corporation
               hereby created.

          (2)  To insure titles to real and personal property, or any estate or
               interests therein, and to guarantee the holder of such property,
               real or personal, against any claim or claims, adverse to his
               interest therein, and to prepare and give certificates of





               title for any lands or premises in the State of Delaware, or
               elsewhere.

          (3)  To act as factor, agent, broker or attorney in the receipt,
               collection, custody, investment and management of funds, and the
               purchase, sale, management and disposal of property of all
               descriptions, and to prepare and execute all papers which may be
               necessary or proper in such business.

          (4)  To prepare and draw agreements, contracts, deeds, leases,
               conveyances, mortgages, bonds and legal papers of every
               description, and to carry on the business of conveyancing in all
               its branches.

          (5)  To receive upon deposit for safekeeping money, jewelry, plate,
               deeds, bonds and any and all other personal property of every
               sort and kind, from executors, administrators, guardians, public
               officers, courts, receivers, assignees, trustees, and from all
               fiduciaries, and from all other persons and individuals, and from
               all corporations whether state, municipal, corporate or private,
               and to rent boxes, safes, vaults and other receptacles for such
               property.

          (6)  To act as agent or otherwise for the purpose of registering,
               issuing, certificating, countersigning, transferring or
               underwriting the stock, bonds or other obligations of any
               corporation, association, state or municipality, and may receive
               and manage any sinking fund therefor on such terms as may be
               agreed upon between the two parties, and in like manner may act
               as Treasurer of any corporation or municipality.

          (7)  To act as Trustee under any deed of trust, mortgage, bond or
               other instrument issued by any state, municipality, body politic,
               corporation, association or person, either alone or in
               conjunction with any other person or persons, corporation or
               corporations.

          (8)  To guarantee the validity, performance or effect of any contract
               or agreement, and the fidelity of persons holding places of
               responsibility or trust; to become surety for any person, or
               persons, for the faithful performance of any trust, office, duty,
               contract or agreement, either by itself or in conjunction with
               any other person, or persons, corporation, or corporations, or in
               like manner become surety upon any bond, recognizance,
               obligation, judgment, suit, order, or decree to be entered in any
               court of record within the State of Delaware or elsewhere, or
               which may now or hereafter be required by any law, judge, officer
               or court in the State of Delaware or elsewhere.

          (9)  To act by any and every method of appointment as trustee, trustee
               in bankruptcy, receiver, assignee, assignee in bankruptcy,
               executor, administrator, guardian, bailee, or in any other trust
               capacity in the receiving, holding, managing, and disposing of
               any and all estates and property, real, personal or mixed, and to
               be appointed as such trustee, trustee in bankruptcy, receiver,
               assignee, assignee in bankruptcy, executor, administrator,
               guardian or bailee by any persons, corporations, court, officer,
               or authority, in the State of Delaware or elsewhere; and whenever
               this Corporation is so appointed by any person, corporation,
               court, officer or authority such trustee, trustee in bankruptcy,
               receiver, assignee,

                                       2



               assignee in bankruptcy, executor, administrator, guardian,
               bailee, or in any other trust capacity, it shall not be required
               to give bond with surety, but its capital stock shall be taken
               and held as security for the performance of the duties devolving
               upon it by such appointment.

          (10) And for its care, management and trouble, and the exercise of any
               of its powers hereby given, or for the performance of any of the
               duties which it may undertake or be called upon to perform, or
               for the assumption of any responsibility the said Corporation may
               be entitled to receive a proper compensation.

          (11) To purchase, receive, hold and own bonds, mortgages, debentures,
               shares of capital stock, and other securities, obligations,
               contracts and evidences of indebtedness, of any private, public
               or municipal corporation within and without the State of
               Delaware, or of the Government of the United States, or of any
               state, territory, colony, or possession thereof, or of any
               foreign government or country; to receive, collect, receipt for,
               and dispose of interest, dividends and income upon and from any
               of the bonds, mortgages, debentures, notes, shares of capital
               stock, securities, obligations, contracts, evidences of
               indebtedness and other property held and owned by it, and to
               exercise in respect of all such bonds, mortgages, debentures,
               notes, shares of capital stock, securities, obligations,
               contracts, evidences of indebtedness and other property, any and
               all the rights, powers and privileges of individual owners
               thereof, including the right to vote thereon; to invest and deal
               in and with any of the moneys of the Corporation upon such
               securities and in such manner as it may think fit and proper, and
               from time to time to vary or realize such investments; to issue
               bonds and secure the same by pledges or deeds of trust or
               mortgages of or upon the whole or any part of the property held
               or owned by the Corporation, and to sell and pledge such bonds,
               as and when the Board of Directors shall determine, and in the
               promotion of its said corporate business of investment and to the
               extent authorized by law, to lease, purchase, hold, sell, assign,
               transfer, pledge, mortgage and convey real and personal property
               of any name and nature and any estate or interest therein.

          (b) In furtherance of, and not in limitation, of the powers conferred
     by the laws of the State of Delaware, it is hereby expressly provided that
     the said Corporation shall also have the following powers:

          (1)  To do any or all of the things herein set forth, to the same
               extent as natural persons might or could do, and in any part of
               the world.

          (2)  To acquire the good will, rights, property and franchises and to
               undertake the whole or any part of the assets and liabilities of
               any person, firm, association or corporation, and to pay for the
               same in cash, stock of this Corporation, bonds or otherwise; to
               hold or in any manner to dispose of the whole or any part of the
               property so purchased; to conduct in any lawful manner the whole
               or any part of any business so acquired, and to exercise all the
               powers necessary or convenient in and about the conduct and
               management of such business.

          (3)  To take, hold, own, deal in, mortgage or otherwise lien, and to
               lease, sell, exchange, transfer, or in any manner whatever
               dispose of property, real, personal

                                       3



               or mixed, wherever situated.

          (4)  To enter into, make, perform and carry out contracts of every
               kind with any person, firm, association or corporation, and,
               without limit as to amount, to draw, make, accept, endorse,
               discount, execute and issue promissory notes, drafts, bills of
               exchange, warrants, bonds, debentures, and other negotiable or
               transferable instruments.

          (5)  To have one or more offices, to carry on all or any of its
               operations and businesses, without restriction to the same extent
               as natural persons might or could do, to purchase or otherwise
               acquire, to hold, own, to mortgage, sell, convey or otherwise
               dispose of, real and personal property, of every class and
               description, in any State, District, Territory or Colony of the
               United States, and in any foreign country or place.

          (6)  It is the intention that the objects, purposes and powers
               specified and clauses contained in this paragraph shall (except
               where otherwise expressed in said paragraph) be nowise limited or
               restricted by reference to or inference from the terms of any
               other clause of this or any other paragraph in this charter, but
               that the objects, purposes and powers specified in each of the
               clauses of this paragraph shall be regarded as independent
               objects, purposes and powers.

          FOURTH: - (a) The total number of shares of all classes of stock which
     the Corporation shall have authority to issue is forty-one million
     (41,000,000) shares, consisting of:

          (1)  One million (1,000,000) shares of Preferred stock, par value
               $10.00 per share (hereinafter referred to as "Preferred Stock");
               and

          (2)  Forty million (40,000,000) shares of Common Stock, par value
               $1.00 per share (hereinafter referred to as "Common Stock").

          (b) Shares of Preferred Stock may be issued from time to time in one
     or more series as may from time to time be determined by the Board of
     Directors each of said series to be distinctly designated. All shares of
     any one series of Preferred Stock shall be alike in every particular,
     except that there may be different dates from which dividends, if any,
     thereon shall be cumulative, if made cumulative. The voting powers and the
     preferences and relative, participating, optional and other special rights
     of each such series, and the qualifications, limitations or restrictions
     thereof, if any, may differ from those of any and all other series at any
     time outstanding; and, subject to the provisions of subparagraph 1 of
     Paragraph (c) of this Article FOURTH, the Board of Directors of the
     Corporation is hereby expressly granted authority to fix by resolution or
     resolutions adopted prior to the issuance of any shares of a particular
     series of Preferred Stock, the voting powers and the designations,
     preferences and relative, optional and other special rights, and the
     qualifications, limitations and restrictions of such series, including, but
     without limiting the generality of the foregoing, the following:

          (1)  The distinctive designation of, and the number of shares of
               Preferred Stock which shall constitute such series, which number
               may be increased (except where otherwise provided by the Board of
               Directors) or decreased (but not below the number of shares
               thereof then outstanding) from time to time by like action of the

                                       4



               Board of Directors;

          (2)  The rate and times at which, and the terms and conditions on
               which, dividends, if any, on Preferred Stock of such series shall
               be paid, the extent of the preference or relation, if any, of
               such dividends to the dividends payable on any other class or
               classes, or series of the same or other class of stock and
               whether such dividends shall be cumulative or non-cumulative;

          (3)  The right, if any, of the holders of Preferred Stock of such
               series to convert the same into or exchange the same for, shares
               of any other class or classes or of any series of the same or any
               other class or classes of stock of the Corporation and the terms
               and conditions of such conversion or exchange;

          (4)  Whether or not Preferred Stock of such series shall be subject to
               redemption, and the redemption price or prices and the time or
               times at which, and the terms and conditions on which, Preferred
               Stock of such series may be redeemed.

          (5)  The rights, if any, of the holders of Preferred Stock of such
               series upon the voluntary or involuntary liquidation, merger,
               consolidation, distribution or sale of assets, dissolution or
               winding-up, of the Corporation.

          (6)  The terms of the sinking fund or redemption or purchase account,
               if any, to be provided for the Preferred Stock of such series;
               and

          (7)  The voting powers, if any, of the holders of such series of
               Preferred Stock which may, without limiting the generality of the
               foregoing include the right, voting as a series or by itself or
               together with other series of Preferred Stock or all series of
               Preferred Stock as a class, to elect one or more directors of the
               Corporation if there shall have been a default in the payment of
               dividends on any one or more series of Preferred Stock or under
               such circumstances and on such conditions as the Board of
               Directors may determine.

          (c) (1) After the requirements with respect to preferential dividends
               on the Preferred Stock (fixed in accordance with the provisions
               of section (b) of this Article FOURTH), if any, shall have been
               met and after the Corporation shall have complied with all the
               requirements, if any, with respect to the setting aside of sums
               as sinking funds or redemption or purchase accounts (fixed in
               accordance with the provisions of section (b) of this Article
               FOURTH), and subject further to any conditions which may be fixed
               in accordance with the provisions of section (b) of this Article
               FOURTH, then and not otherwise the holders of Common Stock shall
               be entitled to receive such dividends as may be declared from
               time to time by the Board of Directors.

          (2)  After distribution in full of the preferential amount, if any,
               (fixed in accordance with the provisions of section (b) of this
               Article FOURTH), to be distributed to the holders of Preferred
               Stock in the event of voluntary or involuntary liquidation,
               distribution or sale of assets, dissolution or winding-up, of the
               Corporation, the holders of the Common Stock shall be entitled to
               receive all of the remaining assets of the Corporation, tangible
               and intangible, of whatever kind available for

                                       5



               distribution to stockholders ratably in proportion to the number
               of shares of Common Stock held by them respectively.

          (3)  Except as may otherwise be required by law or by the provisions
               of such resolution or resolutions as may be adopted by the Board
               of Directors pursuant to section (b) of this Article FOURTH, each
               holder of Common Stock shall have one vote in respect of each
               share of Common Stock held on all matters voted upon by the
               stockholders.

          (d) No holder of any of the shares of any class or series of stock or
     of options, warrants or other rights to purchase shares of any class or
     series of stock or of other securities of the Corporation shall have any
     preemptive right to purchase or subscribe for any unissued stock of any
     class or series or any additional shares of any class or series to be
     issued by reason of any increase of the authorized capital stock of the
     Corporation of any class or series, or bonds, certificates of indebtedness,
     debentures or other securities convertible into or exchangeable for stock
     of the Corporation of any class or series, or carrying any right to
     purchase stock of any class or series, but any such unissued stock,
     additional authorized issue of shares of any class or series of stock or
     securities convertible into or exchangeable for stock, or carrying any
     right to purchase stock, may be issued and disposed of pursuant to
     resolution of the Board of Directors to such persons, firms, corporations
     or associations, whether such holders or others, and upon such terms as may
     be deemed advisable by the Board of Directors in the exercise of its sole
     discretion.

          (e) The relative powers, preferences and rights of each series of
     Preferred Stock in relation to the relative powers, preferences and rights
     of each other series of Preferred Stock shall, in each case, be as fixed
     from time to time by the Board of Directors in the resolution or
     resolutions adopted pursuant to authority granted in section (b) of this
     Article FOURTH and the consent, by class or series vote or otherwise, of
     the holders of such of the series of Preferred Stock as are from time to
     time outstanding shall not be required for the issuance by the Board of
     Directors of any other series of Preferred Stock whether or not the powers,
     preferences and rights of such other series shall be fixed by the Board of
     Directors as senior to, or on a parity with, the powers, preferences and
     rights of such outstanding series, or any of them; provided, however, that
     the Board of Directors may provide in the resolution or resolutions as to
     any series of Preferred Stock adopted pursuant to section (b) of this
     Article FOURTH that the consent of the holders of a majority (or such
     greater proportion as shall be therein fixed) of the outstanding shares of
     such series voting thereon shall be required for the issuance of any or all
     other series of Preferred Stock.

          (f) Subject to the provisions of section (e), shares of any series of
     Preferred Stock may be issued from time to time as the Board of Directors
     of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

          (g) Shares of Common Stock may be issued from time to time as the
     Board of Directors of the Corporation shall determine and on such terms and
     for such consideration as shall be fixed by the Board of Directors.

          (h) The authorized amount of shares of Common Stock and of Preferred
     Stock may, without a class or series vote, be increased or decreased from
     time to time by the affirmative vote of the holders of a majority of the
     stock of the Corporation entitled to vote thereon.

                                       6



          FIFTH: - (a) The business and affairs of the Corporation shall be
     conducted and managed by a Board of Directors. The number of directors
     constituting the entire Board shall be not less than five nor more than
     twenty-five as fixed from time to time by vote of a majority of the whole
     Board, provided, however, that the number of directors shall not be reduced
     so as to shorten the term of any director at the time in office, and
     provided further, that the number of directors constituting the whole Board
     shall be twenty-four until otherwise fixed by a majority of the whole
     Board.

          (b) The Board of Directors shall be divided into three classes, as
     nearly equal in number as the then total number of directors constituting
     the whole Board permits, with the term of office of one class expiring each
     year. At the annual meeting of stockholders in 1982, directors of the first
     class shall be elected to hold office for a term expiring at the next
     succeeding annual meeting, directors of the second class shall be elected
     to hold office for a term expiring at the second succeeding annual meeting
     and directors of the third class shall be elected to hold office for a term
     expiring at the third succeeding annual meeting. Any vacancies in the Board
     of Directors for any reason, and any newly created directorships resulting
     from any increase in the directors, may be filled by the Board of
     Directors, acting by a majority of the directors then in office, although
     less than a quorum, and any directors so chosen shall hold office until the
     next annual election of directors. At such election, the stockholders shall
     elect a successor to such director to hold office until the next election
     of the class for which such director shall have been chosen and until his
     successor shall be elected and qualified. No decrease in the number of
     directors shall shorten the term of any incumbent director.

          (c) Notwithstanding any other provisions of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and notwithstanding the
     fact that some lesser percentage may be specified by law, this Charter or
     Act of Incorporation or the By-Laws of the Corporation), any director or
     the entire Board of Directors of the Corporation may be removed at any time
     without cause, but only by the affirmative vote of the holders of
     two-thirds or more of the outstanding shares of capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) cast at a meeting of the
     stockholders called for that purpose.

          (d) Nominations for the election of directors may be made by the Board
     of Directors or by any stockholder entitled to vote for the election of
     directors. Such nominations shall be made by notice in writing, delivered
     or mailed by first class United States mail, postage prepaid, to the
     Secretary of the Corporation not less than 14 days nor more than 50 days
     prior to any meeting of the stockholders called for the election of
     directors; provided, however, that if less than 21 days' notice of the
     meeting is given to stockholders, such written notice shall be delivered or
     mailed, as prescribed, to the Secretary of the Corporation not later than
     the close of the seventh day following the day on which notice of the
     meeting was mailed to stockholders. Notice of nominations which are
     proposed by the Board of Directors shall be given by the Chairman on behalf
     of the Board.

          (e) Each notice under subsection (d) shall set forth (i) the name,
     age, business address and, if known, residence address of each nominee
     proposed in such notice, (ii) the principal occupation or employment of
     such nominee and (iii) the number of shares of stock of the Corporation
     which are beneficially owned by each such nominee.

          (f) The Chairman of the meeting may, if the facts warrant, determine
     and declare to

                                       7



     the meeting that a nomination was not made in accordance with the foregoing
     procedure, and if he should so determine, he shall so declare to the
     meeting and the defective nomination shall be disregarded.

          (g) No action required to be taken or which may be taken at any annual
     or special meeting of stockholders of the Corporation may be taken without
     a meeting, and the power of stockholders to consent in writing, without a
     meeting, to the taking of any action is specifically denied.

          SIXTH: - The Directors shall choose such officers, agents and servants
     as may be provided in the By-Laws as they may from time to time find
     necessary or proper.

          SEVENTH: - The Corporation hereby created is hereby given the same
     powers, rights and privileges as may be conferred upon corporations
     organized under the Act entitled "An Act Providing a General Corporation
     Law", approved March 10, 1899, as from time to time amended.

          EIGHTH: - This Act shall be deemed and taken to be a private Act.

          NINTH: - This Corporation is to have perpetual existence.

          TENTH: - The Board of Directors, by resolution passed by a majority of
     the whole Board, may designate any of their number to constitute an
     Executive Committee, which Committee, to the extent provided in said
     resolution, or in the By-Laws of the Company, shall have and may exercise
     all of the powers of the Board of Directors in the management of the
     business and affairs of the Corporation, and shall have power to authorize
     the seal of the Corporation to be affixed to all papers which may require
     it.

          ELEVENTH: - The private property of the stockholders shall not be
     liable for the payment of corporate debts to any extent whatever.

          TWELFTH: - The Corporation may transact business in any part of the
     world.

          THIRTEENTH: - The Board of Directors of the Corporation is expressly
     authorized to make, alter or repeal the By-Laws of the Corporation by a
     vote of the majority of the entire Board. The stockholders may make, alter
     or repeal any By-Law whether or not adopted by them, provided however, that
     any such additional By-Laws, alterations or repeal may be adopted only by
     the affirmative vote of the holders of two-thirds or more of the
     outstanding shares of capital stock of the Corporation entitled to vote
     generally in the election of directors (considered for this purpose as one
     class).

          FOURTEENTH: - Meetings of the Directors may be held outside of the
     State of Delaware at such places as may be from time to time designated by
     the Board, and the Directors may keep the books of the Company outside of
     the State of Delaware at such places as may be from time to time designated
     by them.

          FIFTEENTH: - (a) (1) In addition to any affirmative vote required by
     law, and except as otherwise expressly provided in sections (b) and (c) of
     this Article FIFTEENTH:

          (A)  any merger or consolidation of the Corporation or any Subsidiary
               (as hereinafter

                                       8



               defined) with or into (i) any Interested Stockholder (as
               hereinafter defined) or (ii) any other corporation (whether or
               not itself an Interested Stockholder), which, after such merger
               or consolidation, would be an Affiliate (as hereinafter defined)
               of an Interested Stockholder, or

          (B)  any sale, lease, exchange, mortgage, pledge, transfer or other
               disposition (in one transaction or a series of related
               transactions) to or with any Interested Stockholder or any
               Affiliate of any Interested Stockholder of any assets of the
               Corporation or any Subsidiary having an aggregate fair market
               value of $1,000,000 or more, or

          (C)  the issuance or transfer by the Corporation or any Subsidiary (in
               one transaction or a series of related transactions) of any
               securities of the Corporation or any Subsidiary to any Interested
               Stockholder or any Affiliate of any Interested Stockholder in
               exchange for cash, securities or other property (or a combination
               thereof) having an aggregate fair market value of $1,000,000 or
               more, or

          (D)  the adoption of any plan or proposal for the liquidation or
               dissolution of the Corporation, or

          (E)  any reclassification of securities (including any reverse stock
               split), or recapitalization of the Corporation, or any merger or
               consolidation of the Corporation with any of its Subsidiaries or
               any similar transaction (whether or not with or into or otherwise
               involving an Interested Stockholder) which has the effect,
               directly or indirectly, of increasing the proportionate share of
               the outstanding shares of any class of equity or convertible
               securities of the Corporation or any Subsidiary which is directly
               or indirectly owned by any Interested Stockholder, or any
               Affiliate of any Interested Stockholder,

          shall require the affirmative vote of the holders of at least
          two-thirds of the outstanding shares of capital stock of the
          Corporation entitled to vote generally in the election of directors,
          considered for the purpose of this Article FIFTEENTH as one class
          ("Voting Shares"). Such affirmative vote shall be required
          notwithstanding the fact that no vote may be required, or that some
          lesser percentage may be specified, by law or in any agreement with
          any national securities exchange or otherwise.

          (2)  The term "business combination" as used in this Article FIFTEENTH
               shall mean any transaction which is referred to in any one or
               more of clauses (A) through (E) of paragraph 1 of the section
               (a).

          (b) The provisions of section (a) of this Article FIFTEENTH shall not
     be applicable to any particular business combination and such business
     combination shall require only such affirmative vote as is required by law
     and any other provisions of the Charter or Act of Incorporation or By-Laws
     if such business combination has been approved by a majority of the whole
     Board.

          (c) For the purposes of this Article FIFTEENTH:

          (1)  A "person" shall mean any individual, firm, corporation or other
               entity.

                                       9



          (2)  "Interested Stockholder" shall mean, in respect of any business
               combination, any person (other than the Corporation or any
               Subsidiary) who or which as of the record date for the
               determination of stockholders entitled to notice of and to vote
               on such business combination, or immediately prior to the
               consummation of any such transaction:

               (A)  is the beneficial owner, directly or indirectly, of more
                    than 10% of the Voting Shares, or

               (B)  is an Affiliate of the Corporation and at any time within
                    two years prior thereto was the beneficial owner, directly
                    or indirectly, of not less than 10% of the then outstanding
                    voting Shares, or

               (C)  is an assignee of or has otherwise succeeded in any share of
                    capital stock of the Corporation which were at any time
                    within two years prior thereto beneficially owned by any
                    Interested Stockholder, and such assignment or succession
                    shall have occurred in the course of a transaction or series
                    of transactions not involving a public offering within the
                    meaning of the Securities Act of 1933.

          (3)  A person shall be the "beneficial owner" of any Voting Shares:

               (A)  which such person or any of its Affiliates and Associates
                    (as hereafter defined) beneficially own, directly or
                    indirectly, or

               (B)  which such person or any of its Affiliates or Associates has
                    (i) the right to acquire (whether such right is exercisable
                    immediately or only after the passage of time), pursuant to
                    any agreement, arrangement or understanding or upon the
                    exercise of conversion rights, exchange rights, warrants or
                    options, or otherwise, or (ii) the right to vote pursuant to
                    any agreement, arrangement or understanding, or

               (C)  which are beneficially owned, directly or indirectly, by any
                    other person with which such first mentioned person or any
                    of its Affiliates or Associates has any agreement,
                    arrangement or understanding for the purpose of acquiring,
                    holding, voting or disposing of any shares of capital stock
                    of the Corporation.

          (4)  The outstanding Voting Shares shall include shares deemed owned
               through application of paragraph (3) above but shall not include
               any other Voting Shares which may be issuable pursuant to any
               agreement, or upon exercise of conversion rights, warrants or
               options or otherwise.

          (5)  "Affiliate" and "Associate" shall have the respective meanings
               given those terms in Rule 12b-2 of the General Rules and
               Regulations under the Securities Exchange Act of 1934, as in
               effect on December 31, 1981.

          (6)  "Subsidiary" shall mean any corporation of which a majority of
               any class of

                                       10



               equity security (as defined in Rule 3a11-1 of the General Rules
               and Regulations under the Securities Exchange Act of 1934, as in
               effect on December 31, 1981) is owned, directly or indirectly, by
               the Corporation; provided, however, that for the purposes of the
               definition of Investment Stockholder set forth in paragraph (2)
               of this section (c), the term "Subsidiary" shall mean only a
               corporation of which a majority of each class of equity security
               is owned, directly or indirectly, by the Corporation.

          (d) majority of the directors shall have the power and duty to
     determine for the purposes of this Article FIFTEENTH on the basis of
     information known to them, (1) the number of Voting Shares beneficially
     owned by any person (2) whether a person is an Affiliate or Associate of
     another, (3) whether a person has an agreement, arrangement or
     understanding with another as to the matters referred to in paragraph (3)
     of section (c), or (4) whether the assets subject to any business
     combination or the consideration received for the issuance or transfer of
     securities by the Corporation, or any Subsidiary has an aggregate fair
     market value of $1,000,000 or more.

          (e) Nothing contained in this Article FIFTEENTH shall be construed to
     relieve any Interested Stockholder from any fiduciary obligation imposed by
     law.

          SIXTEENTH: Notwithstanding any other provision of this Charter or Act
     of Incorporation or the By-Laws of the Corporation (and in addition to any
     other vote that may be required by law, this Charter or Act of
     Incorporation by the By-Laws), the affirmative vote of the holders of at
     least two-thirds of the outstanding shares of the capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) shall be required to amend,
     alter or repeal any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or
     SIXTEENTH of this Charter or Act of Incorporation.

          SEVENTEENTH:
          (a) a Director of this Corporation shall not be liable to the
     Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a Director, except to the extent such exemption from
     liability or limitation thereof is not permitted under the Delaware General
     Corporation Laws as the same exists or may hereafter be amended.

          (b) Any repeal or modification of the foregoing paragraph shall not
     adversely affect any right or protection of a Director of the Corporation
     existing hereunder with respect to any act or omission occurring prior to
     the time of such repeal or modification."

                                       11



                                    EXHIBIT 4

                                     BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON DECEMBER 16, 2004





                       BY-LAWS OF WILMINGTON TRUST COMPANY


                                    ARTICLE 1
                             STOCKHOLDERS' MEETINGS

     Section 1. Annual Meeting. The annual meeting of stockholders shall be held
on the third Thursday in April each year at the principal office at the Company
or at such other date, time or place as may be designated by resolution by the
Board of Directors.

     Section 2. Special Meetings. Special meetings of stockholders may be called
at any time by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President.

     Section 3. Notice. Notice of all meetings of the stockholders shall be
given by mailing to each stockholder at least ten (10) days before said meeting,
at his last known address, a written or printed notice fixing the time and place
of such meeting.

     Section 4. Quorum. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a smaller number of shares may adjourn from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                    ARTICLE 2
                                    DIRECTORS

     Section 1. Management. The affairs and business of the Company shall be
managed by or under the direction of the Board of Directors.

     Section 2. Number. The authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board of Directors within the parameters
set by the Charter of the Company. No more than two directors may also be
employees of the Company or any affiliate thereof.

     Section 3. Qualification. In addition to any other provisions of these
Bylaws, to be qualified for nomination for election or appointment to the Board
of Directors, a person must have not attained the age of sixty-nine years at the
time of such election or appointment, provided however, the Nominating and
Corporate Governance Committee may waive such qualification as to a particular
candidate otherwise qualified to serve as a director upon a good faith
determination by such committee that such a waiver is in the best interests of
the Company and its stockholders. The Chairman of the Board and the Chief
Executive Officer shall not be qualified to continue to serve as directors upon
the termination of their service in those offices for any reason.

     Section 4. Meetings. The Board of Directors shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Board of Directors, the Chief Executive Officer or the President.





     Section 5. Special Meetings. Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board, the Chief Executive Officer
or the President, and shall be called upon the written request of a majority of
the directors.

     Section 6. Quorum. A majority of the directors elected and qualified shall
be necessary to constitute a quorum for the transaction of business at any
meeting of the Board of Directors.

     Section 7. Notice. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

     Section 8. Vacancies. In the event of the death, resignation, removal,
inability to act or disqualification of any director, the Board of Directors,
although less than a quorum, shall have the right to elect the successor who
shall hold office for the remainder of the full term of the class of directors
in which the vacancy occurred, and until such director's successor shall have
been duly elected and qualified.

     Section 9. Organization Meeting. The Board of Directors at its first
meeting after its election by the stockholders shall appoint an Audit Committee,
a Compensation Committee and a Nominating and Corporate Governance Committee,
and shall elect from its own members a Chairman of the Board, a Chief Executive
Officer and a President, who may be the same person. The Board of Directors
shall also elect at such meeting a Secretary and a Chief Financial Officer, who
may be the same person, and may appoint at any time such committees as it may
deem advisable. The Board of Directors may also elect at such meeting one or
more Associate Directors. The Board of Directors, or a committee designated by
the Board of Directors may elect or appoint such other officers as they may deem
advisable.

     Section 10. Removal. The Board of Directors may at any time remove, with or
without cause, any member of any committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

     Section 11. Responsibility of Officers. The Board of Directors may
designate an officer to be in charge of such departments or divisions of the
Company as it may deem advisable.

     Section 12. Participation in Meetings. The Board of Directors or any
committee of the Board of Directors may participate in a meeting of the Board of
Directors or such committee, as the case may be, by conference telephone, video
facilities or other communications equipment. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if all of the members of the Board of Directors
or the committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the Board of Directors or such
committee.

                                       2



                                    ARTICLE 3
                      COMMITTEES OF THE BOARD OF DIRECTORS

     Section 1. Audit Committee.

          (A) The Audit Committee shall be composed of not more than five (5)
members, who shall be selected by the Board of Directors from its own members,
none of whom shall be an officer or employee of the Company, and shall hold
office at the pleasure of the Board.

          (B) The Audit Committee shall have general supervision over the Audit
Services Division in all matters however subject to the approval of the Board of
Directors; it shall consider all matters brought to its attention by the officer
in charge of the Audit Services Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor employed
for that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

          (C) The Audit Committee shall meet whenever and wherever its
Chairperson, the Chairman of the Board, the Chief Executive Officer, the
President or a majority of the Committee's members shall deem it to be proper
for the transaction of its business. A majority of the Committee's members shall
constitute a quorum for the transaction of business. The acts of the majority at
a meeting at which a quorum is present shall constitute action by the Committee.

     Section 2. Compensation Committee.

          (A) The Compensation Committee shall be composed of not more than five
(5) members, who shall be selected by the Board of Directors from its own
members, none of whom shall be an officer or employee of the Company, and shall
hold office at the pleasure of the Board of Directors.

          (B) The Compensation Committee shall in general advise upon all
matters of policy concerning compensation, including salaries and employee
benefits.

          (C) The Compensation Committee shall meet whenever and wherever its
Chairperson, the Chairman of the Board, the Chief Executive Officer, the
President or a majority of the Committee's members shall deem it to be proper
for the transaction of its business. A majority of the Committee's members shall
constitute a quorum for the transaction of business. The acts of the majority at
a meeting at which a quorum is present shall constitute action by the Committee.

     Section 3. Nominating and Corporate Governance Committee.

          (A) The Nominating and Corporate Governance Committee shall be
composed of not more than five members, who shall be selected by the Board of
Directors from its own members, none of whom shall be an officer or employee of
the Company, and shall hold office at the pleasure of the Board of Directors.

          (B) The Nominating and Corporate Governance Committee shall provide
counsel and make recommendations to the Chairman of the Board and the full Board
with respect to the performance of the Chairman of the Board and the Chief
Executive Officer, candidates for membership

                                       3



on the Board of Directors and its committees, matters of corporate governance,
succession planning for the Company's executive management and significant
shareholder relations issues.

          (C) The Nominating and Corporate Governance Committee shall meet
whenever and wherever its Chairperson, the Chairman of the Board, the Chief
Executive Officer, the President, or a majority of the Committee's members shall
deem it to be proper for the transaction of its business. A majority of the
Committee's members shall constitute a quorum for the transaction of business.
The acts of the majority at a meeting at which a quorum is present shall
constitute action by the Committee.

     Section 4. Other Committees. The Company may have such other committees
with such powers as the Board may designate from time to time by resolution or
by an amendment to these Bylaws.

     Section 5. Associate Directors.

          (A) Any person who has served as a director may be elected by the
Board of Directors as an associate director, to serve at the pleasure of the
Board of Directors.

          (B) Associate directors shall be entitled to attend all meetings of
directors and participate in the discussion of all matters brought to the Board
of Directors, but will not have a right to vote.

     Section 6. Absence or Disqualification of Any Member of a Committee. In the
absence or disqualification of any member of any committee created under Article
III of these Bylaws, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

                                    ARTICLE 4
                                    OFFICERS

     Section 1. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board of Directors and shall have such further authority
and powers and shall perform such duties the Board of Directors may assign to
him from time to time.

     Section 2. Chief Executive Officer. The Chief Executive Officer shall have
the powers and duties pertaining to the office of Chief Executive Officer
conferred or imposed upon him by statute, incident to his office or as the Board
of Directors may assign to him from time to time. In the absence of the Chairman
of the Board, the Chief Executive Officer shall have the powers and duties of
the Chairman of the Board.

     Section 3. President. The President shall have the powers and duties
pertaining to the office of the President conferred or imposed upon him by
statute, incident to his office or as the Board of Directors may assign to him
from time to time. In the absence of the Chairman of the Board and the Chief
Executive Officer, the President shall have the powers and duties of the
Chairman of the Board.

     Section 4. Duties. The Chairman of the Board, the Chief Executive Officer
or the President, as designated by the Board of Directors, shall carry into
effect all legal directions of the Board of Directors and shall at all times
exercise general supervision over the interest, affairs and operations of the
Company and perform all duties incident to his office.

                                       4



     Section 5. Vice Presidents. There may be one or more Vice Presidents,
however denominated by the Board of Directors, who may at any time perform all
of the duties of the Chairman of the Board, the Chief Executive Officer and/or
the President and such other powers and duties incident to their respective
offices or as the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President or the officer in charge of the department or
division to which they are assigned may assign to them from time to time.

     Section 6. Secretary. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
committees thereof, to the keeping of accurate minutes of all such meetings,
recording the same in the minute books of the Company and in general notifying
the Board of Directors of material matters affecting the Company on a timely
basis. In addition to the other notice requirements of these Bylaws and as may
be practicable under the circumstances, all such notices shall be in writing and
mailed well in advance of the scheduled date of any such meeting. He shall have
custody of the corporate seal, affix the same to any documents requiring such
corporate seal, attest the same and perform other duties incident to his office.

     Section 7. Chief Financial Officer. The Chief Financial Officer shall have
general supervision over all assets and liabilities of the Company. He shall be
custodian of and responsible for all monies, funds and valuables of the Company
and for the keeping of proper records of the evidence of property or
indebtedness and of all transactions of the Company. He shall have general
supervision of the expenditures of the Company and periodically shall report to
the Board of Directors the condition of the Company, and perform such other
duties incident to his office or as the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President may assign to him from time
to time.

     Section 8. Controller. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors or the Audit Committee at appropriate
times a report relating to the general condition and internal operations of the
Company and perform other duties incident to his office.

     There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

     Section 9. Audit Officers. The officer designated by the Board of Directors
to be in charge of the Audit Services Division of the Company, with such title
as the Board of Directors shall prescribe, shall report to and be directly
responsible to the Audit Committee and the Board of Directors.

     There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Services
Division.

     Section 10. Other Officers. There may be one or more officers, subordinate
in rank to all Vice Presidents with such functional titles as shall be
determined from time to time by the Board of Directors, who shall ex officio
hold the office of Assistant Secretary of the Company and who may perform such
duties as may be prescribed by the officer in charge of the department or
division to which they are assigned.

                                       5



     Section 11. Powers and Duties of Other Officers. The powers and duties of
all other officers of the Company shall be those usually pertaining to their
respective offices, subject to the direction of the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President and the
officer in charge of the department or division to which they are assigned.

     Section 12. Number of Offices. Any one or more offices of the Company may
be held by the same person, except that (A) no individual may hold more than one
of the offices of Chief Financial Officer, Controller or Audit Officer and (B)
none of the Chairman of the Board, the Chief Executive Officer or the President
may hold any office mentioned in Section 12(A).

                                    ARTICLE 5
                          STOCK AND STOCK CERTIFICATES

     Section 1. Transfer. Shares of stock shall be transferable on the books of
the Company and a transfer book shall be kept in which all transfers of stock
shall be recorded.

     Section 2. Certificates. Every holder of stock shall be entitled to have a
certificate signed by or in the name of the Company by the Chairman of the
Board, the Chief Executive Officer or the President or a Vice President, and by
the Secretary or an Assistant Secretary, of the Company, certifying the number
of shares owned by him in the Company. The corporate seal affixed thereto, and
any of or all the signatures on the certificate, may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Company with the same effect as if he were such officer, transfer agent
or registrar at the date of issue. Duplicate certificates of stock shall be
issued only upon giving such security as may be satisfactory to the Board of
Directors.

     Section 3. Record Date. The Board of Directors is authorized to fix in
advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment of
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days preceding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.

                                    ARTICLE 6
                                      SEAL

     The corporate seal of the Company shall be in the following form:

          Between two concentric circles the words "Wilmington Trust Company"
          within the inner circle the words "Wilmington, Delaware."

                                    ARTICLE 7
                                   FISCAL YEAR

     The fiscal year of the Company shall be the calendar year.

                                       6



                                    ARTICLE 8
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

     The Chairman of the Board, the Chief Executive Officer, the President or
any Vice President, however denominated by the Board of Directors, shall have
full power and authority to enter into, make, sign, execute, acknowledge and/or
deliver and the Secretary or any Assistant Secretary shall have full power and
authority to attest and affix the corporate seal of the Company to any and all
deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors, and any and all such instruments
shall have the same force and validity as though expressly authorized by the
Board of Directors.

                                    ARTICLE 9
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

     Directors and associate directors of the Company, other than salaried
officers of the Company, shall be paid such reasonable honoraria or fees for
attending meetings of the Board of Directors as the Board of Directors may from
time to time determine. Directors and associate directors who serve as members
of committees, other than salaried employees of the Company, shall be paid such
reasonable honoraria or fees for services as members of committees as the Board
of Directors shall from time to time determine and directors and associate
directors may be authorized by the Company to perform such special services as
the Board of Directors may from time to time determine in accordance with any
guidelines the Board of Directors may adopt for such services, and shall be paid
for such special services so performed reasonable compensation as may be
determined by the Board of Directors.

                                   ARTICLE 10
                                 INDEMNIFICATION

     Section 1. Persons Covered. The Company shall indemnify and hold harmless,
to the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director or associate director of the Company, a member of an advisory board
the Board of Directors of the Company or any of its subsidiaries may appoint
from time to time or is or was serving at the request of the Company as a
director, officer, employee, fiduciary or agent of another corporation,
partnership, limited liability company, joint venture, trust, enterprise or
non-profit entity that is not a subsidiary or affiliate of the Company,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses reasonably incurred by such person. The Company
shall be required to indemnify such a person in connection with a proceeding
initiated by such person only if the proceeding was authorized by the Board of
Directors.

     The Company may indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
any person who was or is made or threatened to be

                                       7



made a party or is otherwise involved in any proceeding by reason of the fact
that he, or a person for whom he is the legal representative, is or was an
officer, employee or agent of the Company or a director, officer, employee or
agent of a subsidiary or affiliate of the Company, against all liability and
loss suffered and expenses reasonably incurred by such person. The Company may
indemnify any such person in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors.

     Section 2. Advance of Expenses. The Company shall pay the expenses incurred
in defending any proceeding involving a person who is or may be indemnified
pursuant to Section 1 in advance of its final disposition, provided, however,
that the payment of expenses incurred by such a person in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by that person to repay all amounts advanced if it should be ultimately
determined that the person is not entitled to be indemnified under this Article
10 or otherwise.

     Section 3. Certain Rights. If a claim under this Article 10 for (A) payment
of expenses or (B) indemnification by a director, associate director, member of
an advisory board the Board of Directors of the Company or any of its
subsidiaries may appoint from time to time or a person who is or was serving at
the request of the Company as a director, officer, employee, fiduciary or agent
of another corporation, partnership, limited liability company, joint venture,
trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of
the Company, including service with respect to employee benefit plans, is not
paid in full within sixty days after a written claim therefor has been received
by the Company, the claimant may file suit to recover the unpaid amount of such
claim and, if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action, the Company shall have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.

     Section 4. Non-Exclusive. The rights conferred on any person by this
Article 10 shall not be exclusive of any other rights which such person may have
or hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.

     Section 5. Reduction of Amount. The Company's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.

     Section 6. Effect of Modification. Any amendment, repeal or modification of
the foregoing provisions of this Article 10 shall not adversely affect any right
or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such amendment, repeal or modification.

                                   ARTICLE 11
                            AMENDMENTS TO THE BYLAWS

     These Bylaws may be altered, amended or repealed, in whole or in part, and
any new Bylaw or Bylaws adopted at any regular or special meeting of the Board
of Directors by a vote of a majority of all the members of the Board of
Directors then in office.

                                       8



                                   ARTICLE 12
                                  MISCELLANEOUS

     Whenever used in these Bylaws, the singular shall include the plural, the
plural shall include the singular unless the context requires otherwise and the
use of either gender shall include both genders.

                                       9



                                   EXHIBIT 6



                             SECTION 321(b) CONSENT


     Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.


                                                        WILMINGTON TRUST COMPANY


Dated: May ___, 2008                                    By: /s/ Denise M. Geran
                                                            -------------------
                                                        Name: Denise M. Geran
                                                        Title: Vice President





                                    EXHIBIT 7

                                     NOTICE


     This form is intended to assist state nonmember banks and savings banks
     with state publication requirements. It has not been approved by any state
     banking authorities. Refer to your appropriate state banking authorities
     for your state publication requirements.



REPORT OF CONDITION

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of     WILMINGTON
- ----------------------------------------------------------    ------------------
                 Name of Bank                                        City

in the State of   DELAWARE  , at the close of business on March 31, 2008.
                ------------


ASSETS



                                                                                                             
                                                                                                                Thousands of dollars
Cash and balances due from depository institutions:
         Noninterest-bearing balances and currency and coins ...............................................                 236,605
         Interest-bearing balances .........................................................................                       0
Held-to-maturity securities ................................................................................                   1,017
Available-for-sale securities ..............................................................................               1,142,735
Federal funds sold in domestic offices .....................................................................                 431,600
Securities purchased under agreements to resell ............................................................                  35,000
Loans and lease financing receivables:
         Loans and leases held for sale ....................................................................                   3,459
         Loans and leases, net of unearned income ..........................................................               8,138,582
         LESS:  Allowance for loan and lease losses ........................................................                  95,532
         Loans and leases, net of unearned income, allowance, and reserve ..................................               8,043,050
Assets held in trading accounts ............................................................................                       0
Premises and fixed assets (including capitalized leases) ...................................................                 135,123
Other real estate owned ....................................................................................                    1 99
Investments in unconsolidated subsidiaries and associated companies ........................................                   4,213
Intangible assets:
         a.  Goodwill ......................................................................................                   1,946
         b.  Other intangible assets .......................................................................                   3,294
Other assets ...............................................................................................                 339,132
Total assets ...............................................................................................              10,377,373




                                                          CONTINUED ON NEXT PAGE

2



LIABILITIES



                                                                                                                       
Deposits:
In domestic offices ............................................................................................          7,457,027
         Noninterest-bearing ...................................................................................            802,199
         Interest-bearing ......................................................................................          6,654,828
Federal funds purchased in domestic offices ....................................................................            751,959
Securities sold under agreements to repurchase .................................................................            324,001
Trading liabilities (from Schedule RC-D) .......................................................................                  0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) .................            649,503
Subordinated notes and debentures ..............................................................................                  0
Other liabilities (from Schedule RC-G) .........................................................................            281,901
Total liabilities ..............................................................................................          9,464,391



EQUITY CAPITAL



                                                                                                                       
Perpetual preferred stock and related surplus ..................................................................                  0
Common Stock ...................................................................................................                500
Surplus (exclude all surplus related to preferred stock) .......................................................            127,794
a.  Retained earnings ..........................................................................................            823,742
b.  Accumulated other comprehensive income .....................................................................            (39,054)
Total equity capital ...........................................................................................            912,982
Total liabilities, minority interest, and equity capital .......................................................         10,377,373


                                       3