<PAGE>
                                                                     Exhibit 4.8
                             Dated December 4, 2007


                        SOLARFUN POWER HOLDINGS CO., LTD.

                                       and

                   GOOD ENERGIES INVESTMENTS (JERSEY) LIMITED

                                       and

                   YONGHUA SOLAR POWER INVESTMENT HOLDING LTD.

                                       and

        CITIGROUP VENTURE CAPITAL INTERNATIONAL GROWTH PARTNERSHIP, L.P.

                                       and

           CITIGROUP VENTURE CAPITAL INTERNATIONAL CO-INVESTMENT, L.P.

                                       AND

                            WHF INVESTMENT CO., LTD.


                          SECOND SHAREHOLDERS AGREEMENT
                                       OF
                        SOLARFUN POWER HOLDINGS CO., LTD.

(LINKLATERS LOGO)

Linklaters LLP
1345 Avenue of the Americas
New York, NY 10105

Telephone (+1) 212 903 9000
Facsimile (+1) 212 903 9100

Ref L-A08677742

<PAGE>

1    DEFINITIONS...............................................................1

   1.1    DEFINITIONS..........................................................1
   1.2    ADDITIONAL DEFINITIONS...............................................5
   1.3    CONSTRUCTION.........................................................5

2    REPRESENTATIONS AND WARRANTIES............................................6

   2.1    REPRESENTATIONS AND WARRANTIES OF THE PARTIES........................6

3    CORPORATE GOVERNANCE......................................................7

   3.1    GENERAL..............................................................7
   3.2    GOOD ENERGIES NOMINEES TO THE BOARD..................................7
   3.3    COMMITTEES OF THE BOARD AND SUBSIDIARY DIRECTORS.....................8
   3.4    REMOVAL OF GOOD ENERGIES NOMINEES....................................8
   3.5    APPOINTMENT OF EXECUTIVE OFFICERS....................................8
   3.6    CONSULTATION RIGHT...................................................8
   3.7    CONTINUATION OF THE CHAIRMAN.........................................9

4    TRANSFER OF SHARES........................................................9

   4.1    GENERAL..............................................................9
   4.2    RIGHT OF FIRST REFUSAL..............................................10
   4.3    NO CIRCUMVENTION OF SHARE TRANSFER RESTRICTIONS.....................11

5    TERM AND TERMINATION.....................................................11

   5.1    TERM AND TERMINATION................................................11
   5.2    EFFECT OF TERMINATION...............................................11
   5.3    PARTY-SPECIFIC TERMINATION..........................................12

6    GOVERNING LAW AND RESOLUTION OF DISPUTES.................................12

   6.1    GOVERNING LAW.......................................................12
   6.2    DISPUTE RESOLUTION FORUM............................................12
   6.3    SPECIFIC PERFORMANCE................................................13
   6.4    WAIVER OF IMMUNITIES................................................13
   6.5    PERFORMANCE PENDING DISPUTE RESOLUTION..............................14
   6.6    SURVIVAL............................................................14

7    MISCELLANEOUS............................................................14

   7.1    NO PARTNERSHIP; AGENCY..............................................14
   7.2    ENTIRE AGREEMENT; FIRST SHAREHOLDERS AGREEMENT......................14
   7.3    BINDING EFFECT; BENEFIT.............................................14
   7.4    ASSIGNMENT..........................................................15
   7.5    AMENDMENT; WAIVER...................................................15
   7.6    NOTICES.............................................................15
   7.7    COUNTERPARTS........................................................16
   7.8    SEVERABILITY........................................................16
   7.9    FURTHER ACTS AND ASSURANCES.........................................16
   7.10   CONFLICT............................................................17



                                       1
<PAGE>
This SECOND SHAREHOLDERS AGREEMENT (this "AGREEMENT") dated as of December 4,
2007, is made by and among the shareholders listed on Schedule A hereto (each, a
"SHAREHOLDER" and collectively, the "SHAREHOLDERS"), GOOD ENERGIES INVESTMENTS
(JERSEY) LIMITED, a company organized under the laws of Jersey ("GOOD ENERGIES")
and SOLARFUN POWER HOLDINGS CO. LTD., a company incorporated in the Cayman
Islands (the "COMPANY").

WHEREAS:

(A)  Good Energies has previously entered into a Stock Purchase Agreement, dated
     December 4, 2007 (the "STOCK PURCHASE AGREEMENT"), by and among the
     Shareholders and Good Energies, pursuant to which Good Energies has agreed
     to purchase an aggregate total of 66,745,638 of the Company's ordinary
     shares of the Company, par value US$0.0001 per share ("ORDINARY SHARES")
     and 281,011 American Depositary Shares, each representing five (5) Ordinary
     Shares (the "AMERICAN DEPOSITARY SHARES");

(B)  In connection with the Stock Purchase Agreement, the Shareholders have
     agreed to enter into this Agreement;

(C)  Following the completion of the transactions set forth in the Stock
     Purchase Agreement (the "CLOSING"), the Shareholders will continue to own
     that number of Ordinary Shares and/or American Depositary Shares as set
     forth on SCHEDULE A (together with any other Ordinary Shares, American
     Depositary Shares or other Equity Securities of the Company that are
     Beneficially Owned by any Shareholder or Permitted Transferee during the
     term of this Agreement, the "SHARES"), and the Shareholders and Good
     Energies wish to provide for certain rights and obligations regarding the
     Company as set forth herein;

(D)  Certain of the Shareholders and other Persons have previously entered into
     a Shareholders Agreement, dated June 27, 2006 (the "FIRST SHAREHOLDERS
     AGREEMENT"); and

(E)  The Board of Directors of the Company, recognizing the benefit of having
     Good Energies as a strategic Shareholder in the Company to assist the
     Company in the development of its business and achieve the maximization of
     the value of the Company to all of its Shareholders and other
     constituencies, has determined that it is advisable and in the best
     interests of the Company for the Company to enter into this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
below and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally bound, the parties
hereto agree as follows:


1    DEFINITIONS

     1.1  DEFINITIONS

     The following terms shall have the following meanings for purposes of this
     Agreement:

          1.1.1     "AFFILIATE" means, with respect to any Person, any
                    other Person directly or indirectly controlling, controlled
                    by, or under common control with such Person (including any
                    Subsidiary) and "AFFILIATES" and "AFFILIATED" shall have

                                       1
<PAGE>

                    correlative meanings. For the purpose of this definition,
                    the term "CONTROL" (including with correlative meanings, the
                    terms "CONTROLLING", "CONTROLLED BY" and "UNDER COMMON
                    CONTROL WITH"), as used with respect to any Person, shall
                    mean the possession, directly or indirectly, of the power to
                    direct or cause the direction of the management and policies
                    of such Person, whether through the ownership of voting
                    securities or by contract or otherwise. Without prejudice to
                    the foregoing, any fund, collective investment scheme,
                    trust, partnership, including without limitation, any
                    co-investment partnership, special purpose or other vehicle
                    or any subsidiary or affiliate of any of the foregoing,
                    which is controlled by Citigroup Inc. or any of its direct
                    or indirect subsidiaries as well as any or all of Citigroup
                    Venture Capital International Growth Partnership, L.P. and
                    Citigroup Venture Capital International Partnership G.P.,
                    shall be deemed to be an "Affiliate" of CVCI.

          1.1.2     "ARTICLES OF ASSOCIATION" means the memorandum and
                    articles of association of the Company, including the
                    memorandum and articles of association amended and restated
                    in accordance with the Purchase Agreement and as amended
                    from time to time.

          1.1.3     "BANKRUPTCY EVENT" means with respect to any Person
                    (the "BANKRUPTCY PARTY"), (a) the commencement by it of a
                    Bankruptcy Proceeding with respect to itself or the consent
                    by it to be subject to a Bankruptcy Proceeding commenced by
                    another Person, (b) the commencement by another Person of a
                    Bankruptcy Proceeding with respect to the Bankruptcy Party
                    that remains unstayed or undismissed for a period of thirty
                    (30) consecutive days, (c) the appointment of or taking
                    possession by a Receiver over the Bankruptcy Party or any
                    substantial part of its property, (d) the making by the
                    Bankruptcy Party of a general assignment for the benefit of
                    its creditors or the admission by the Bankruptcy Party in
                    writing of its inability to generally pay its debts as they
                    become due, (e) the entry by a court having jurisdiction
                    over the Bankruptcy Party or a substantial part of its
                    property of an Order for relief under any Bankruptcy Law
                    which remains unstayed or undismissed for a period of thirty
                    (30) consecutive days, (i) adjudging the Bankruptcy Party
                    bankrupt or insolvent, (ii) approving as properly filed a
                    petition seeking the reorganization or other similar relief
                    with respect to the Bankruptcy Party, (iii) appointing a
                    Receiver over the Bankruptcy Party or any substantial part
                    of its property or (iv) otherwise ordering the winding up
                    and liquidation of the Bankruptcy Party or (f) the
                    occurrence of any event similar to (a), (b), (c), (d) or (e)
                    under any applicable Law with respect to the Bankruptcy
                    Party.

          1.1.4     "BANKRUPTCY LAW" means any bankruptcy, insolvency,
                    reorganization, composition, moratorium or other similar
                    Law.

          1.1.5     "BANKRUPTCY PROCEEDING" means a case or proceeding under any
                    Bankruptcy Law wherein a Person may be adjudicated bankrupt,
                    insolvent or become subject to an Order of reorganization,
                    arrangement, adjustment, winding up, dissolution,
                    composition or other similar Order.

                                       2
<PAGE>

          1.1.6     "BENEFICIAL OWNERSHIP" by a Person of any securities
                    includes ownership by any Person who, directly or
                    indirectly, through any contract, arrangement,
                    understanding, relationship or otherwise, has or shares (a)
                    voting power which includes the power to vote, or to direct
                    the voting of, such security, and/or (b) investment power
                    which includes the power to dispose, or to direct the
                    disposition, of such security, and shall otherwise be
                    interpreted in accordance with the term "beneficial
                    ownership" as determined under Rule 13d-3 under the
                    Securities Exchange Act of 1934, as amended. The terms
                    "BENEFICIALLY OWN" and "BENEFICIAL OWNER" have
                    correlative meanings

          1.1.7     "BOARD" means the board of directors of the Company.

          1.1.8     "BUSINESS DAY" means a day other than Saturday, Sunday or
                    any day on which banks located in New York, Hong Kong or PRC
                    are authorized or obligated to close.

          1.1.9     "CAUSE" means, with respect to a Director, (a) such
                    Director's or officer's willful or continued failure to
                    substantially perform his or her duties, (b) such Director's
                    or officer's conviction or under formal investigation in a
                    criminal proceeding (other than traffic violations or other
                    minor infractions), (c) such Director's or other officer's
                    being censured or subject to equivalent action by any
                    internationally recognized securities exchange, or (d) such
                    Director or officer being subject to a Bankruptcy Event.

          1.1.10    "CVCI" means Citigroup Venture Capital International Growth
                    Partnership, L.P., and Citigroup Venture Capital
                    International Co-Investment, L.P., each a limited
                    partnership organized under the laws of the Cayman Islands.

          1.1.11    "DIRECTOR" means a director of the Company (including any
                    duly appointed alternate director).

          1.1.12    "ENCUMBRANCE" means (a) any mortgage, charge (whether fixed
                    or floating), pledge, lien, hypothecation, assignment, deed
                    of trust, title retention, security interest or other
                    encumbrance of any kind securing, or conferring any priority
                    of payment in respect of, any obligation of any Person,
                    including any right granted by a transaction which, in legal
                    terms, is not the granting of security but which has an
                    economic or financial effect similar to the granting of
                    security under applicable Law, (b) any lease, sub-lease,
                    occupancy agreement, easement or covenant granting a right
                    of use or occupancy to any Person, (c) any proxy, power of
                    attorney, voting trust agreement, interest, option, right of
                    first offer, negotiation or refusal or Transfer restriction
                    in favor of any Person and (d) any adverse claim as to
                    title, possession or use.

          1.1.13    "EQUITY SECURITIES" means the capital stock, membership
                    interests, partnership interests, registered capital or
                    other ownership interest in any Person or any options,
                    warrants or other securities that are directly or indirectly
                    convertible into, or exercisable or exchangeable for, such
                    capital stock, membership interests, partnership interests,
                    registered capital or other

                                       3
<PAGE>

                    ownership interests (whether or not such derivative
                    securities are issued by such Person) and includes the
                    Shares.

          1.1.14    "GOVERNMENT AUTHORITY" means any court, tribunal,
                    arbitrator, authority, agency, commission, official or other
                    instrumentality of the United States, the PRC and the Cayman
                    Island, any other country or territory or any province,
                    state, country, city or other political subdivision of the
                    United States, the PRC and the Cayman Islands or any other
                    country or territory.

          1.1.15    "LAW" means any law, treaty, statute, ordinance, code, rule
                    or regulation of any Government Authority or any Order.
                    "Law" also includes the rules of any stock exchange or
                    self-regulatory organization upon which the Company's Equity
                    Securities are listed or included for quotation.

          1.1.16    "ORDER" means any writ, judgment, decree, injunction, award
                    or similar order of any Government Authority (in each case
                    whether preliminary or final).

          1.1.17    "ORDINARY SHARES" has the meaning given in the recitals and
                    includes any subdivisions, combinations, splits or
                    reclassifications of such "Ordinary Shares".

          1.1.18    "PARTIES" means collectively the Shareholders, the Company,
                    Good Energies and any Person who becomes a party to this
                    Agreement under Clause 4.1(a). Each of the Parties shall be
                    referred to as a "PARTY."

          1.1.19    "PERMITTED TRANSFEREE" means with respect to any Person, (i)
                    such Person's Affiliates, (ii) any investment funds managed
                    by such Person's Affiliates or any Subsidiary of such Person
                    or, (iii) any Affiliate or Subsidiary of such Person's
                    parent entity.

          1.1.20    "PERSON" means an individual, firm, corporation,
                    partnership, association, limited liability company, trust
                    or estate or any other entity or organization whether or not
                    having separate legal existence, including any Government
                    Authority.

          1.1.21    "PRC" or "CHINA" each means the People's Republic of China.

          1.1.22    "PUBLIC TRANSFEREE" means any Person to whom Shares are
                    Transferred on a public market; provided, that such Transfer
                    has not been directed to a particular Person with whom a
                    Shareholder has an understanding, agreement or arrangement
                    (written or otherwise) regarding such Transfer.

          1.1.23    "RECEIVER" means any receiver, liquidator, trustee,
                    administrator, sequestrator or other similar official.

          1.1.24    "SHAREHOLDERS" has the meaning stated in the preamble and
                    shall include any Permitted Transferee.

          1.1.25    "SUBSIDIARY" means, with respect to any Person, any entity
                    which such Person controls, directly or indirectly. For
                    purposes of this definition, "control" has the meaning set
                    forth above under the definition of "Affiliate."

                                       4
<PAGE>

          1.1.26    "TRANSFER" means to sell, exchange, assign, pledge, charge,
                    grant a security interest, make a hypothecation, gift or
                    other encumbrance, or enter into any contract therefor, or
                    into any voting trust or other agreement or arrangement with
                    respect to the transfer of voting rights or any other legal
                    or beneficial interest in any of the Shares, create any
                    other claim thereto or make any other transfer or
                    disposition whatsoever, whether voluntary or involuntary,
                    affecting the right, title, interest or possession in, to or
                    of such Shares, and "TRANSFER", "TRANSFERS" and
                    "TRANSFERRED" shall have correlative meanings.

     1.2  ADDITIONAL DEFINITIONS

          The following terms shall have the meanings defined in the indicated
          Clause for purposes of this Agreement:



<TABLE>
<S>                                 <C>    <C>                               <C>
AGREEMENT...........................1      ICC...............................12
AMERICAN DEPOSITARY SHARES..........1      ORDINARY SHARES....................1
BANKRUPTCY PARTY....................2      RULES.............................12
BENEFICIAL OWNER....................3      SHAREHOLDER........................1
BENEFICIALLY OWN....................3      SHAREHOLDERS.......................1
CLOSING.............................1      SHAREHOLDERS MEETING...............7
CONTRACT............................9      SHARES.............................1
GOOD ENERGIES.......................1      STOCK PURCHASE AGREEMENT...........1
GOOD ENERGY NOMINEES................7

</TABLE>


     1.3  CONSTRUCTION

          1.3.1     Whenever used in this Agreement, except as otherwise
                    expressly provided or unless the context otherwise requires,
                    any noun or pronoun shall be deemed to include the plural as
                    well as the singular and to cover all genders.

          1.3.2     Unless otherwise specified, words such as "herein,"
                    "hereof," "hereby," "hereunder" and words of similar import
                    refer to this Agreement as a whole and not to any particular
                    clause or sub-clause of this Agreement, and references
                    herein to "articles" or "clauses" refer to articles or
                    clauses of this Agreement.

          1.3.3     Unless otherwise specified, references herein to the word
                    "including" shall be deemed to be followed by words "without
                    limitation" or "but not limited to," as applicable, or words
                    of similar import.

          1.3.4     The word "or" shall not be interpreted to be exclusive. If
                    any translated version of this Agreement differs from the
                    English version, the English version shall control.

          1.3.5     The table of contents and headings in this Agreement are
                    intended solely for convenience of reference and shall be
                    given no effect in the construction or interpretation of
                    this Agreement.

          1.3.6     Whenever this Agreement refers to a number of days, such
                    number shall refer to calendar days unless Business Days are
                    specified.

                                       5
<PAGE>
2    REPRESENTATIONS AND WARRANTIES

     2.1  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

          Each Party represents and warrants, severally and not jointly, to each
          other Party that as of the date of this Agreement:

          2.1.1     such Party has the full power and authority to enter into,
                    execute and deliver this Agreement and to perform the
                    transactions contemplated hereby and, if such Party is not a
                    natural Person, such Party is duly incorporated or organized
                    and existing and in good standing under the laws of the
                    jurisdiction of its incorporation or organization;

          2.1.2     the execution and delivery by such Party of this Agreement
                    and the performance by such Party of the transactions
                    contemplated hereby have been duly authorized by all
                    necessary corporate or other action of such Party;

          2.1.3     assuming the due authorization, execution and delivery
                    hereof by each of the other Parties, this Agreement
                    constitutes the legal, valid and binding obligation of such
                    Party, enforceable against such Party in accordance with its
                    terms, except as such enforceability may be limited by
                    applicable Bankruptcy Laws affecting creditors' rights
                    generally;

          2.1.4     the execution, delivery and performance of this Agreement by
                    such Party and the consummation of the transactions
                    contemplated hereby will not (i) violate any provision of
                    the organizational or governance documents of such Party;
                    (ii) require such Party to obtain any consent, approval or
                    action of, or make any filing with or give any notice to,
                    any Government Authority in such Party's country of
                    organization or any other Person pursuant to any instrument,
                    contract or other agreement to which such Party is a party
                    or by which such Party is bound, other than any such
                    consent, approval, action or filing that has already been
                    duly obtained or made; (iii) conflict with or result in any
                    material breach or violation of any of the terms and
                    conditions of, or constitute (or with notice or lapse of
                    time or both would constitute) a default under any
                    instrument, contract or other agreement to which such Party
                    is a party or by which such Party is bound; (iv) violate any
                    Order against, or binding upon, such Party or upon its
                    respective securities, properties or businesses; or (v)
                    violate any Law of such Party's country of organization or
                    any other country in which it maintains its principal
                    office; and

          2.1.5     such Party, such Party's assets and such Party's business
                    and record keeping practices are not in violation of any
                    Law, the violation of which would, at any time (including
                    after the Closing) have a material adverse effect upon (i)
                    such Party, (ii) such Party's ability to perform its
                    obligations hereunder or (iii) any of the other Party's
                    hereto.

                                        6
<PAGE>

3    Corporate Governance

     3.1  General

          From and after the date hereof, each Shareholder shall vote its Shares
          at any regular or special meeting of shareholders of the Company or in
          connection with any written consent of the shareholders of the Company
          (a "SHAREHOLDERS MEETING"), and shall take, subject to applicable Law,
          all other actions necessary or required to give effect to the
          provisions of this Agreement and to procure that the Articles of
          Association (and any such organizational documents of any Subsidiary
          of the Company) do not at any time conflict with any provision of this
          Agreement. In all other respects, each Shareholder shall be entitled
          to vote in such Shareholder's own best interests.

     3.2  GOOD ENERGIES NOMINEES TO THE BOARD

          3.2.1     Subject to applicable Law:

                    (i)  in connection with any election for members of the
                         Board at any Shareholders Meeting, the Company shall,
                         at the request of Good Energies, include person(s)
                         designated by Good Energies in the slate of directors
                         to be considered by the Shareholders for election as
                         directors (the "GOOD ENERGIES NOMINEE(S)") in
                         accordance with Clause 3.2.2; and

                    (ii) the Company shall take no action intended to diminish
                         the prospects of such Good Energies Nominees being
                         elected to the Board or increase the prospects of such
                         Good Energies Nominees being removed from the Board.

          3.2.2

                    (i)  If Good Energies and its Affiliates Beneficially Own
                         less than 5% of the Equity Securities of the Company at
                         the time of any Shareholders Meeting, Good Energies
                         shall not designate any Good Energies Nominees at such
                         Shareholders Meeting;

                    (ii) if Good Energies and its Affiliates Beneficially Own at
                         least 5% but less than 16% of the Equity Securities of
                         the Company at the time of any Shareholders Meeting,
                         Good Energies shall designate one Good Energies Nominee
                         at such Shareholders Meeting; and

                    (iii)if Good Energies and its Affiliates Beneficially Own at
                         least 16% of the Equity Securities of the Company at
                         the time of any Shareholders Meeting, Good Energies
                         shall designate two Good Energies Nominees at such
                         Shareholders Meeting.

          3.2.3     Each Shareholder shall vote its Shares at any Shareholders
                    Meeting called for the purpose of electing the Good Energies
                    Nominees to elect such Good Energies Nominees, and shall
                    take all other actions necessary or required to

                                        7
<PAGE>

                    ensure the election to the Board of the persons nominated to
                    the Board by Good Energies.

     3.3  COMMITTEES OF THE BOARD AND SUBSIDIARY DIRECTORS

          3.3.1     Subject to applicable Law:

                    (i)  the Company shall consider at least one (1) Good
                         Energies Nominee to be appointed to each committee or
                         sub-committee of the Board; and

                    (ii) the Company shall consider at least one (1) person
                         nominated by Good Energies, which may be a Good
                         Energies Nominee, to be appointed to serve as a
                         director on the board of directors of any Subsidiary of
                         the Company and, to the extent practicable, on the
                         board of directors of each joint venture to which the
                         Company is a party.

          Appointment or replacement of any such Nominee shall be at the
          discretion of the Board as may be in the best interests of the Company
          and its shareholders, provided that the Board shall consider in good
          faith whether the appointment of any person so proposed by Good
          Energies would be in the best interests of the Company.

          3.3.2     The Company, if requested by Good Energies, shall appoint an
                    observer to any committee or sub-committee of the Board or
                    the Board of Directors of any Subsidiary or joint venture to
                    which the Company is a party.

     3.4  REMOVAL OF GOOD ENERGIES NOMINEES

          Where Good Energies wishes to remove any Good Energies Nominee, each
          of the Shareholders shall vote its Shares at any Shareholders Meeting
          or in any written consent of Shareholders so as to effect such
          preference. Except as provided in the previous sentence, no
          Shareholder shall vote its Shares for the removal of a Good Energies
          Nominee.

     3.5  APPOINTMENT OF EXECUTIVE OFFICERS

          Owing to Good Energies' familiarity with the industry in which the
          Company operates, and to ensure the Company secures the best
          management team possible, Good Energies shall have the right from
          time-to-time to propose to the Board, for the Board's consideration,
          nominees for the executive officer positions of the Company, including
          the Chief Executive Officer, Chief Technology Officer and Chief
          Business Development Officer. Appointment or replacement of any such
          officer shall be at the discretion of the Board as may be in the best
          interests of the Company and its shareholders, provided that the Board
          shall consider in good faith whether the appointment of any person so
          proposed by Good Energies would be in the best interests of the
          Company.

     3.6  CONSULTATION RIGHT

          From and after the date hereof, (x) subject to applicable Law and to
          the extent practicable, the Company will consult with Good Energies
          prior to taking each of the following actions, and (y) each
          Shareholder shall vote its Shares at any Shareholders Meeting, and
          shall use its best efforts to take or refrain from taking, subject to
          applicable

                                        8
<PAGE>

          Law, all other actions necessary or required such that each of the
          following actions on the part of the Company or any Subsidiary shall
          not be taken unless Good Energies has consented in advance:

          3.6.1     the entry into any contract, agreement, understanding,
                    whether oral or written (a "CONTRACT") that would have a
                    value or potential liability to the Company in excess of 5%
                    of the Company's net assets as of the time such contract is
                    entered into or is otherwise likely to be material to the
                    Company;

          3.6.2     the engagement of any business other than photovoltaic
                    business or a change in the nature or scope of the business
                    of the Company or any Subsidiary;

          3.6.3     any joint ventures, strategic alliances, partnerships or
                    similar arrangement with any third party;

          3.6.4     any recapitalization, merger, asset swap, share sale or
                    transfer of substantially all of the rights to intellectual
                    properties or other assets, or any other extraordinary
                    transaction;

          3.6.5     any amendment to the Articles of Association or any other
                    constitutional documents, including without limitation
                    increase and decrease in the capitalization of the Company
                    or any Subsidiary; and

          3.6.6     entry into any agreement or understanding to do any of the
                    foregoing.

     3.7  CONTINUATION OF THE CHAIRMAN

          The other Parties, in recognition of the contributions of Mr. Yonghua
          Lu, Chairman of the Company, hereby confirm that Mr. Lu will continue
          to serve as the Chairman of the Company until at least the second
          (2nd) anniversary of the date hereof. Mr. Yonghua Lu acknowledges such
          term.


4    TRANSFER OF SHARES

     4.1  GENERAL

          4.1.1     Without Good Energies' prior written consent, for a period
                    of one (1) year from the date hereof (the "LOCKUP PERIOD"),
                    Yonghua Solar Power Investment Holding Ltd. agrees that
                    neither it nor any  Permitted Transferee of Yonghua Solar
                    Power Investment Holding Ltd. shall, directly or indirectly,
                    make or permit any Transfer of Shares Beneficially Owned by
                    Yonghua Solar Power Investment Holding Ltd.or such
                    Permitted Transferee to any Person other than a Permitted
                    Transferee of Yonghua Solar Power Investment Holding Ltd..

          4.1.2     During the one year period immediately following the Lockup
                    Period, neither Yonghua Solar Power Investment Holding Ltd.
                    nor any of its Permitted Transferees shall, directly or
                    indirectly, make or permit any Transfer of Shares
                    Beneficially Owned by Yonghua Solar Power Investment Holding
                    Ltd.or such Permitted Transferee to any Person (each such
                    transfer, an "UNRESTRICTED

                                        9
<PAGE>
                    TRANSFER"), except to the extent that the aggregate of all
                    Unrestricted Transfers does not exceed 50% of the total
                    Shares Benefically Owned by Yonghua Solar Power Investment
                    Holding Ltd. and its Permitted Transferees immediately
                    following Closing.

          4.1.3     Even to the extent otherwise restricted from making a
                    Transfer of Shares pursuant to Sections 4.1.1and 4.1.2,
                    Yonghua Solar Power Investment Holding Ltd. and any of its
                    Permitted Transferees shall be permitted to Transfer Shares
                    to a Permitted Transferee if all the following conditions
                    are met: (a) prior to such Transfer, the Permitted
                    Transferee has agreed in writing to be bound by the terms
                    and conditions of this Agreement by signing a copy of this
                    Agreement in which case such transferee shall be considered
                    a Shareholder and a Party to this Agreement except when such
                    transferee is already a Party to this Agreement, (b) the
                    Transfer complies in all respects with the terms of this
                    Agreement and (c) the Transfer complies in all respects with
                    applicable securities and other Laws. Any Transfer of Shares
                    by any Shareholder in violation of the preceding sentence
                    shall be null and void, and the Company shall not register
                    and the Shareholders shall procure that no transfer agent
                    registers such Transfer.

     4.2  RIGHT OF FIRST REFUSAL

          Good Energies shall have a right of first refusal (the "RIGHT OF FIRST
          REFUSAL") with respect to any proposed Transfer of Shares (other than
          a Transfer to a Permitted Transferee or a Public Transferee) by
          Yonghua Solar Power Investment Holding Ltd. or any of its Permitted
          Transferees. In the event that Yonghua Solar Power Investment Holding
          Ltd. or any of its Permitted Transferees (for the purpose of this
          Clause, the "COVERED TRANSFEROR") receives an offer from a bona fide
          Third Party (the "THIRD PARTY PURCHASER") to purchase any Shares, the
          Covered Transferor shall be required to send Good Energies a written
          notice (the "RIGHT OF FIRST REFUSAL NOTICE") prior to the consummation
          of such Transfer of Shares to the Third Party Purchaser. The Right of
          First Refusal Notice shall set forth the number of Shares that the
          Covered Transferor proposes to Transfer, the price per share to be
          received for the Shares and any other proposed terms and conditions
          relating to such Transfer and the identity (including name and
          address) of the Third Party Purchaser. The Right of First Refusal
          Notice shall certify that the Covered Transferor has received a firm
          offer from the Third Party Purchaser and in good faith believes a
          binding agreement for the Transfer is obtainable on the terms set
          forth in the Right of First Refusal Notice. The Right of First Refusal
          Notice shall also include a copy of any written proposal, term sheet
          or letter of intent or other agreement relating to the proposed
          Transfer.

          The delivery of a Right of First Refusal Notice shall constitute an
          offer, which shall be irrevocable for ten (10) days from the date of
          the Right of First Refusal Notice (the "RIGHT OF FIRST REFUSAL NOTICE
          PERIOD") by the Covered Transferor to Transfer to Good Energies the
          Shares subject to the Right of First Refusal Notice (the "OFFERED
          SHARES")

                                       10
<PAGE>

          on the terms and conditions set forth therein. Good Energies shall
          have the right, but not the obligation, to accept such offer to
          purchase all or part of the Offered Shares free of Encumbrances by
          giving a written notice of its acceptance of such offer (an
          "ACCEPTANCE NOTICE") to the Covered Transferor prior to the expiration
          of the Right of First Refusal Notice Period. Delivery of an Acceptance
          Notice by Good Energies to the Covered Transferor shall constitute a
          contract between Good Energies and the Covered Transferor for the
          Transfer of the Offered Shares on the terms and conditions set forth
          therein. The failure of Good Energies to give an Acceptance Notice
          within the Right of First Refusal Notice Period shall be deemed a
          rejection of its Right of First Refusal with respect to the subject
          Transfer.

          The closing of any Transfer of Shares between a Covered Transferor and
          Good Energies pursuant to this Clause 4.2 shall take place within ten
          (10) days from the last day of the Right of First Refusal Notice
          Period; provided, that if such Transfer is subject to any prior
          approval or other consent required by applicable Law or stock exchange
          rule, the time period during which the closing of such Transfer may
          occur shall be extended until the expiration of ten (10) days after
          all such approvals and consents shall have been granted but in no case
          later than ninety (90) days from the last day of the Right of First
          Refusal Notice Period. Each Party to such Transfer shall use
          commercially reasonable efforts to obtain all such approvals and
          consents.

     4.3  NO CIRCUMVENTION OF SHARE TRANSFER RESTRICTIONS

          Each Party agrees that the Transfer restrictions in this Agreement may
          not be avoided by the holding of Shares directly or indirectly through
          a Person that can itself be sold in order to dispose of an interest in
          Shares free of such restrictions. Any Transfer of any shares (or other
          interest) held by any Person Controlling a Shareholder shall be
          treated as being a Transfer of the Shares held by that Shareholder,
          and the provisions of this Agreement that apply in respect of the
          Transfer of Shares shall thereupon apply in respect of the Shares so
          held by that the Shareholder.


5    TERM AND TERMINATION

     5.1  TERM AND TERMINATION

          This Agreement shall remain in effect until:

          5.1.1     the Company has been dissolved, liquidated and wound up;

          5.1.2     such time as Good Energies and its Affiliates Beneficially
                    Own less than 5% of the Equity Securities of the Company; or

          5.1.3     the Parties have agreed in writing to terminate this
                    Agreement.

     5.2  EFFECT OF TERMINATION

          Following any termination of this Agreement, this Agreement shall have
          no further force or effect, provided that no such termination shall
          relieve any Party of any liability for a willful breach of this
          Agreement prior to such termination.

                                       11
<PAGE>

     5.3  PARTY-SPECIFIC TERMINATION

          The rights and obligations of individual Shareholders under this
          Agreement shall terminate if such Shareholder and its Affiliates holds
          less than the lesser of (a) 5% of the Equity Securities of the Company
          and (b) less than half the percentage of Equity Securities of the
          Company such Shareholder shall hold upon Closing. No such termination
          shall relieve any Shareholder of any liability for a willful breach of
          this Agreement prior to such termination.




6    GOVERNING LAW AND RESOLUTION OF DISPUTES

     6.1  GOVERNING LAW

          This Agreement and any disputes, claims or controversies arising from,
          related to or in connection with this Agreement shall be construed in
          accordance with the Laws of the State of New York.

     6.2  DISPUTE RESOLUTION FORUM

          6.2.1     If there is any dispute, claim or controversy arising from,
                    related to or in connection with this Agreement, or the
                    breach, termination or invalidity hereof, the Parties shall
                    first attempt to resolve such dispute, controversy or claim
                    through friendly consultations. If the dispute, claim or
                    controversy is not resolved through friendly consultations
                    within thirty (30) days after a Party has delivered a
                    written notice to another Party requesting the commencement
                    of consultation, then the dispute, claim or controversy
                    shall be finally settled by arbitration conducted by the
                    International Chamber of Commerce (the "ICC") in accordance
                    with the Arbitration Rules of the ICC then in effect and as
                    may be amended by the rest of this Clause 6.2 (the "RULES").
                    There shall be three (3) arbitrators of whom the plaintiff
                    and the defendant shall each nominate one (1) in accordance
                    with the Rules. The two (2) named arbitrators shall nominate
                    the third arbitrator within thirty (30) days of the
                    nomination of the second arbitrator. If any arbitrator has
                    not been named within the time limits specified in the
                    Rules, such appointment shall be made by the International
                    Court of Arbitration of the ICC upon the written request of
                    either Party within thirty (30) days of such request. The
                    arbitration shall be held and the award shall be rendered in
                    Hong Kong. Each Party shall cooperate in good faith to
                    expedite (to the maximum extent practicable) the conduct of
                    any arbitral proceedings commenced under this Agreement.

          6.2.2     Prompt resolution of any dispute is important to both
                    parties, and the parties agree that the arbitration of any
                    dispute shall be conducted expeditiously. The arbitrator(s)
                    are instructed and directed to assume case management
                    initiative and control over the arbitration process
                    (including scheduling of events, pre-hearing discovery and
                    activities, and the conduct of the hearing), in order to

                                       12
<PAGE>

                    complete the arbitration as expeditiously as is reasonably
                    practical for obtaining a just resolution of the dispute.

          6.2.3     The arbitrator(s) shall follow and apply the applicable law.
                    The arbitrator(s) shall grant such legal or equitable
                    remedies and relief in compliance with applicable law that
                    the arbitrator(s) deem just and equitable, but only to the
                    extent that such remedies or relief could be granted by a
                    state or federal court and as otherwise limited by the terms
                    in this Agreement. No punitive damages may be awarded by the
                    arbitrator(s). No court action may be maintained seeking
                    punitive damages.

          6.2.4     The award shall be final and binding upon the Parties, and
                    shall be the exclusive remedy between the Parties regarding
                    any claims, counterclaims, issues, or accountings presented
                    to the arbitral tribunal. To the fullest extent allowed by
                    applicable Law, each Party hereby waives any right to appeal
                    such award. Judgment upon the award may be entered in any
                    court having jurisdiction thereof, and for purposes of
                    enforcing any arbitral award made hereunder, each Party
                    irrevocably submits to the jurisdiction of any court sitting
                    where any of such Party's material assets may be found. Any
                    arbitration proceedings, decisions or awards rendered
                    hereunder shall be governed by the United Nations Convention
                    on the Recognition and Enforcement of Foreign Arbitral
                    Awards of June 10, 1958, as amended, and the Parties agree
                    that any award rendered hereunder shall not be deemed a
                    domestic arbitration under the laws of any jurisdiction.

          6.2.5     By agreeing to arbitration, the Parties do not intend to
                    deprive any court of its jurisdiction to issue a
                    pre-arbitral injunction, pre-arbitral attachment or other
                    order in aid of arbitration proceedings and the enforcement
                    of any award.

          6.2.6     The costs of the arbitration, as defined in the Rules, shall
                    be allocated between the Parties by the arbitrators and
                    shall be set forth in the arbitral award. Any amounts
                    subject to the dispute, controversy or claim that are
                    ultimately awarded to a Party under this Clause 6.2 shall
                    bear interest at the rate of six percent per annum from the
                    earlier of (i) the date of the request for arbitration and
                    (ii) the date such amount would have become due and owing
                    but for the dispute, controversy or claim until the date the
                    arbitral award is paid in full.

     6.3  SPECIFIC PERFORMANCE

          Each Party hereby acknowledges that the remedies at law of the other
          Parties for a breach or threatened breach of this Agreement would be
          inadequate and, in recognition of this fact, any Party, without
          posting any bond, and in addition to all other remedies that may be
          available, shall be entitled in accordance with Clause 6.2.3 to seek
          equitable relief in the form of specific performance, injunctions or
          any other equitable remedy.

     6.4  WAIVER OF IMMUNITIES

                                       13
<PAGE>

          Each Party irrevocably waives any right that it has or may hereafter
          acquire, in any jurisdiction, to claim for itself or its revenues,
          assets or properties, immunity from service of process, suit, the
          jurisdiction of any court, an interlocutory order or injunction or the
          enforcement of the same against its property in such court, attachment
          prior to judgment, attachment in aid of execution of an arbitral award
          or judgment (interlocutory or final) or any other legal process.

     6.5  PERFORMANCE PENDING DISPUTE RESOLUTION

          Unless otherwise terminated in accordance with the terms hereof, this
          Agreement and the rights and obligations of the Parties hereunder
          shall remain in full force and effect during the pendency of any
          proceeding under Clause 6.2.

     6.6  SURVIVAL

          Unless otherwise terminated in accordance with the terms hereof, this
          Article 6 shall survive the termination or expiration of this
          Agreement.


7    MISCELLANEOUS

     7.1  NO PARTNERSHIP; AGENCY

          The Shareholders expressly do not intend hereby to form an agency
          relationship or partnership either general or limited, under any
          jurisdiction's agency, partnership or other similar law. The
          Shareholders do not intend to be agents or partners of each other, or
          agents of or partners to any third party, or to create any other
          fiduciary relationship among themselves, solely by virtue of their
          status as Shareholders. To the extent that any Shareholder, by word or
          action, improperly represents to another Person that any Shareholder
          is an agent or partner of another Shareholder or that the Company is a
          partnership, the Shareholder making such representation shall be
          liable to any other Shareholder that incurs any Losses arising out of
          or relating to such representation.

     7.2  ENTIRE AGREEMENT; FIRST SHAREHOLDERS AGREEMENT

          7.2.1     This Agreement constitutes the whole agreement among the
                    parties hereto and thereto relating to the subject matter
                    hereof and thereof and supersedes all prior agreements or
                    understandings both oral and written among all of the
                    parties hereto and thereto relating to the subject matter
                    hereof and thereof.

          7.2.2     The First Shareholders Agreement shall remain unamended and
                    in full force.

     7.3  BINDING EFFECT; BENEFIT

          This Agreement shall inure to the benefit of and be binding upon the
          Parties and their respective heirs, successors, legal representatives
          and permitted assigns. Nothing in this Agreement, expressed or
          implied, is intended to confer on any Person other than the Parties,
          and their respective heirs, successors, legal representatives and
          permitted assigns, any rights, remedies, obligations or liabilities
          under or by reason of this Agreement.

                                       14
<PAGE>

     7.4  ASSIGNMENT

          7.4.1     Except as set out in Section 7.4.1, no Party may assign,
                    delegate or otherwise transfer any of its rights or
                    obligations under this Agreement without the written consent
                    of the other Parties.

          7.4.2     Notwithstanding Section 7.4.1, any Party may, without the
                    written consent of the other Parties, assign, delegate or
                    otherwise transfer any of its rights or obligations under
                    this Agreement to a Permitted Transferee, in connection with
                    a Transfer to such Transferee, provided (a) prior to such
                    Transfer, the Permitted Transferee has agreed in writing to
                    be bound by the terms and conditions of this Agreement by
                    signing a copy of this Agreement in which case such
                    transferee shall be considered a Shareholder and a Party to
                    this Agreement, and (b) timely notice is provided to the
                    other Parties.

     7.5  AMENDMENT; WAIVER

          7.5.1     This Agreement may not be amended, modified or supplemented
                    except by a written instrument executed by each of the
                    Parties.

          7.5.2     No waiver of any provision of this Agreement shall be
                    effective unless set forth in a written instrument signed by
                    the Party waiving such provision. No failure or delay by a
                    Party in exercising any right, power or remedy hereunder
                    shall operate as a waiver thereof, nor shall any single or
                    partial exercise of the same preclude any other or further
                    exercise thereof or the exercise of any other right, power
                    or remedy. Without limiting the foregoing, no waiver by a
                    Party of any breach by any other Party of any provision
                    hereof shall be deemed to be a waiver of any subsequent
                    breach of that or any other provision hereof. The rights and
                    remedies herein provided shall be cumulative and not
                    exclusive of any rights, powers or remedies provided at law
                    or in equity.

     7.6  NOTICES

          Each notice, demand or other communication given or made under this
          Agreement shall be in writing and delivered or sent to the relevant
          Party at its address or fax number set out below (or such other
          address or fax number as the addressee has by five days prior written
          notice specified to the other Parties). Any notice, demand or other
          communication so addressed to the relevant Party shall be deemed to
          have been delivered (a) if delivered in person or by messenger, when
          proof of delivery is obtained by the delivering Party; (b) if sent by
          post within the same country, on the third day following posting, and
          if sent by post to another country, on the fifth day following
          posting, and (c) if given or made by fax, upon dispatch and the
          receipt of a transmission report confirming dispatch. The initial
          address and facsimile for the Parties for the purposes of this
          Agreement are:

                    (i)  If to the Shareholders, to the address set forth on
                         SCHEDULE A hereto.

                    (ii) If to Good Energies, to:

                         Good Energies Investments (Jersey) Limited

                                       15
<PAGE>

                                         9 Hope Street
                                         St. Helier
                                         Jersey, Channel Islands JE2 3NS
                                         Facsimile No.: 44 1534 754 510
                                         Attn: John Hammill

                          with a courtesy copy to:

                                         Linklaters LLP
                                         Unit 29 Level 25
                                         China World Tower 1
                                         No. 1 Jian Guo Men Wai Avenue
                                         Beijing, PRC
                                         Facsimile No.: +86 (10) 6505-8582
                                         Attn: Paul Chow and Mathew Lewis

                    (iii) If to the Company, to:

                                         Solarfun Power Holdings Co., Ltd.
                                         No. 666 Linyang Road
                                         Qidong City, Jiangsu Province PRC
                                         Facsimile No.: +86 (21) 6309-0999
                                         Attn: Mr. Min Cao

                          with a courtesy copy to:

                                         Shearman & Sterling LLP
                                         2318 China World Tower 1
                                         No. 1 Jian Guo Men Wai Avenue
                                         Beijing, PRC 100004 Facsimile
                                         No.: +86 (10) 6505-1818
                                         Attn: Alan Seem, Esq.

     7.7  COUNTERPARTS

          This Agreement may be signed in any number of counterparts including
          counterparts transmitted by facsimile, each of which shall be deemed
          an original with the same effect as if the signatures thereto and
          hereto were upon the same instrument.

     7.8  SEVERABILITY

          If any provision contained in this Agreement shall for any reason be
          determined to be partially or wholly invalid, illegal or unenforceable
          by any court of competent jurisdiction, such provision shall be of no
          force and effect to the extent so determined, but the invalidity,
          illegality or unenforceability of such provision shall have no effect
          upon and shall not impair the validity, legality or enforceability of
          any other provision of this Agreement.

     7.9  FURTHER ACTS AND ASSURANCES

                                       16
<PAGE>

          Each Party shall give such further assurance, provide such further
          information, take such further actions and execute and deliver such
          further documents and instruments as are, in each case, within its
          power to give, provide and take so as to give full force and effect to
          the provisions of this Agreement.

     7.10 CONFLICT

          In case of any inconsistency between the Articles of Association and
          this Agreement, the Shareholders will use their best efforts to amend
          the Articles of Association to ensure that the Articles of Association
          are consistent with this Agreement.

                      [Signatures follow on the next page]

                                       17
<PAGE>
IN WITNESS WHEREOF, each of the Parties hereto have caused this Agreement to be
duly executed by its respective authorized officers as of the date set forth
above:



                                     YONGHUA SOLAR POWER INVESTMENT HOLDING LTD.



                                       by:    /s/ Yonghua Lu
                                             --------------------------
                                       Name:  Yonghua Lu
                                       Title:

                                     CITIGROUP VENTURE CAPITAL INTERNATIONAL
                                     GROWTH PARTNERSHIP, L.P.

                                     BY: CITIGROUP VENTURE CAPITAL
                                     INTERNATIONAL PARTNERSHIP G.P. LIMITED, AS
                                     GENERAL PARTNER



                                       by:    /s/ Michael Robinson
                                             --------------------------
                                       Name:  Michael Robinson
                                       Title:

                                     CITIGROUP VENTURE CAPITAL INTERNATIONAL
                                     CO-INVESTMENT, L.P.

                                     BY: CITIGROUP VENTURE CAPITAL
                                     INTERNATIONAL PARTNERSHIP G.P. LIMITED, AS
                                     GENERAL PARTNER



                                       by:    /s/ Michael Robinson
                                             --------------------------
                                       Name:  Michael Robinson
                                       Title:

                                     WHF INVESTMENT CO., LTD.



                                       by:    /s/ Hanfei Wang
                                             --------------------------
                                       Name:  Hanfei Wang
                                       Title:


                                     BRILLIANT ORIENT INTERNATIONAL LIMITED

                                       18

<PAGE>



                                       by:    /s/ Xihong Deng
                                             --------------------------
                                       Name:  Xihong Deng
                                       Title:

                                     LC FUND III, L.P.



                                       by:    /s/ Zhu Linan
                                             --------------------------
                                       Name:  Zhu Linan
                                       Title:

                                     GOOD ENERGIES INVESTMENTS (JERSEY) LIMITED



                                       by:    /s/ John Hammill
                                             --------------------------
                                       Name:  John Hammill
                                       Title:



                                       by:    /s/ Fintan Kennedy
                                             --------------------------
                                       Name:  Fintan Kennedy
                                       Title:



                                     SOLARFUN POWER HOLDINGS CO., LTD.



                                       by:    /s/ Yonghua Lu
                                             --------------------------
                                       Name:  Yonghua Lu
                                       Title:

                                       19

<PAGE>

                                                                      SCHEDULE A



<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------------------
             SHAREHOLDER                                  ADDRESS FOR NOTICES                   NUMBER OF ORDINARY SHARES (INCLUDING
                                                                                                ORDINARY SHARES HELD IN THE FORM OF
                                                                                                AMERICAN DEPOSITARY SHARES) HELD BY
                                                                                                 SHAREHOLDER FOLLOWING THE CLOSING
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                            <C>
Yonghua Solar Power Investment Holding Ltd.      No. 666 Linyang Road                           38,634,750 Ordinary Shares
                                                 Qidong City, Jiangsu Province
                                                 PRC
                                                 Facsimile No.: +86(10)6505-8582
                                                 Attn: Yonghua Lu (CHINESE CHARACTERS)

Citigroup Venture Capital International Growth   c/o Citigroup Venture Capital International    24,368,382 Ordinary Shares
Partnership, L.P.                                Asia Limited
                                                 25/F, Two Exchange Square
                                                 Connaught Road, Central
                                                 Hong Kong
                                                 Facsimile No: (852) 2868-6667
                                                 Attn:  Timothy Chang and Anthony Lam

Citigroup Venture Capital International          c/o Citigroup Venture Capital International    1,329,794 Ordinary Shares
Co-Investment, L.P.                              Asia Limited
                                                 25/F, Two Exchange Square
                                                 Connaught Road, Central
                                                 Hong Kong
                                                 Facsimile No: (852) 2868-6667
                                                 Attn:  Timothy Chang and Anthony Lam
</TABLE>

                                       1

<PAGE>

<TABLE>
<S>                                              <C>                                            <C>
WHF Investment Co., Ltd.                         No. 666 Linyang Road1                          6,271,875 Ordinary Shares
                                                 Qidong City, Jiangsu Province
                                                 PRC
                                                 Facsimile No.: +86(10)6505-8582
                                                 Attn: Hanfei Wang (CHINESE CHARACTERS)

Yongfa Solar Power Investment Holding Ltd.       No. 666 Linyang Road                           0 Ordinary Shares
                                                 Qidong City, Jiangsu Province
                                                 PRC
                                                 Facsimile No.: +86(10)6505-8582
                                                 Attn: Haijuan Yu (CHINESE CHARACTERS)

Yongliang Solar Power Investment Holding Ltd.    No. 666 Linyang Road                           0 Ordinary Shares
                                                 Qidong City, Jiangsu Province
                                                 PRC
                                                 Facsimile No.: +86(10)6505-8582
                                                 Attn: Yongliang Gu (CHINESE CHARACTERS)

</TABLE>

                                       2

<PAGE>

<TABLE>
<S>                                              <C>                                            <C>
Brilliant Orient Limited                         7th Floor, Tower A                             2,529,096 American Depositary Shares
                                                 Raycom Info. Tech Center
                                                 No. 2 Ke Yue Yuan Nan Lu
                                                 Beijing 100080, PRC

LC Fund III L.P.                                 c/o Legend Capital Limited                     1,000,000 American Depositary Shares
                                                 10th Floor, Tower A                            and 4,467,207 Ordinary Shares
                                                 Raycom Info. Tech Center
                                                 No. 2 Ke Yue Yuan Nan Lu
                                                 Zhong Guan Cun Haidian District
                                                 Beijing 100080, PRC
                                                 Facsimile No.: +86(10)6250-9105
                                                 Attn: Mr. Zhu Linan
</Table>

                                       3