<PAGE>
                                                                     EXHIBIT 4.5

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

                                       AND

                      (19) SUNTECH POWER HOLDINGS CO., LTD.

                                   ----------

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

                                   ----------
<PAGE>
                                      INDEX

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

SCHEDULE 1 - PARTICULARS OF THE BVI COMPANY..................................

SCHEDULE 2 - THE WARRANTIES..................................................

SCHEDULE 3 - FORM OF THE SOLE SHAREHOLDER'S RESOLUTIONS OF
             SUNTECH POWER HOLDINGS CO., LTD.................................

SCHEDULE 4 - FORM OF BOARD RESOLUTIONS OF SUNTECH POWER HOLDINGS
             CO., LTD........................................................

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

SCHEDULE 6 - FORM OF BOARD RESOLUTIONS OF POWER SOLAR SYSTEM
             CO., LTD........................................................
</TABLE>
<PAGE>
THIS AGREEMENT IS MADE THIS 29TH DAY OF AUGUST 2005

AMONG

(1)  ZHENGRONG SHI of 17-6 Changjiang Nan Road, High-Tech Industry Development
     District, Wuxi, Jiangsu Province 214028, China ("DR. SHI");

(2)  MILLION POWER FINANCE LTD. of Akara Building, 24 De Castro Street; Wickhams
     Cay I, Road Town, Tortola British Virgin Islands; ("MILLION Power") ;

(3)  FINANCIERE NATEXIS SINGAPORE 3 PTE, LTD. of Natexis Private Equity Asia
     Limited, Suite 1208, Citic Tower, 1 Tim Mei Avenue, Hong Kong ("FINANCIERE
     SINGAPORE");

(4)  SHOUQI WANG of 17-6 Changjiang Nan Road, High-Tech Industry Development
     District, Wuxi, Jiangsu Province 214028, China;

(5)  CHING FONG of 17-6 Changjiang Nan Road, High-Tech Industry Development
     District, Wuxi, Jiangsu Province 214028, China;

(6)  XIANFENG YIN of 17-6 Changjiang Nan Road, High-Tech Industry Development
     District, Wuxi, Jiangsu Province 214028, China;

(7)  KOK FAI WONG of 17-6 Changjiang Nan Road, High-Tech Industry Development
     District, Wuxi, Jiangsu Province 214028, China;

(8)  YINGCHIH CHEN of 17-6 Changjiang Nan Road, High-Tech Industry Development
     District, Wuxi, Jiangsu Province 214028, China;

(9)  TIPTOP BRIGHT LIMITED of of Sea Meadow House, Blackburne Highway, Road
     Town, Tortola, British Virgin Islands ("TIPTOP");

(10) GOLDMAN SACHS (ASIA) FINANCE c/o Goldman Sachs (Asia) L.L.C., 68th Floor,
     Cheung Kong Center, 2 Queen's Road Central, Hong Kong ("GOLDMAN Sachs");

(11) DRAGONTECH ENERGY INVESTMENT LIMITED of Room 2503, Alexandra House, 18
     Chater Road, Central, Hong Kong ("DRAGONTECH");

(12) ACTIS CHINA INVESTMENT HOLDINGS NO. 4 LTD. of 8th Floor, Les Cascades,
     Edith Cavell Street, Port Louis, Mauritius ("ACTIS");

(13) BESTMANAGE CONSULTANTS LTD. of #5F, No. 420 Fu-Hsin N. Road, Taipei 104,
     Taiwan ("BESTMANAGE");

(14) PRAX CAPITAL FUND 1, LP of 6A, 2272 Hongqiao Road, Shanghai 200336, China
     ("PRAX");

(15) FINANCIERE 1 LTD. of P.O. Box 957, Offshore Incorporations Centre, Road
     Town, Tortola, British Virgin Islands ("FINANCIERE 1");

(16) FINANCIERE 2 LTD. of P.O. Box 957, Offshore Incorporations Centre, Road
     Town, Tortola, British Virgin Islands ("FINANCIERE 2");


                                        1
<PAGE>
     (together known as the "VENDORS" or individually the "VENDOR")

(17) D&M TECHNOLOGIES LIMITED of Akara Bldg., 24 De Castro Street, Wickhams Cay
     I, Road Town, Tortola, British Virgin Islands, a company that is wholly
     owned by ZHENGRONG SHI, and is ZHENGRONG SHI's nominee to be alloted and
     issued part of the Consideration Shares as defined herein ("D & M");

(18) BVI COMPANY (as defined below)

     and

(19) SUNTECH POWER HOLDINGS CO., LTD., a company incorporated in the Cayman
     Islands whose registered office is situated at c/o M&C Corporate Services
     Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town,
     Grand Cayman, Cayman Islands (the "PURCHASER").

PRELIMINARY

(A)  WHEREAS, the Vendors together are the registered owners of the entire
     issued share capital of the BVI Company (as hereafter defined).

(B)  WHEREAS, in preparation for a proposed initial public offering and
     concurrent listing on the Nasdaq National Market, the BVI Company (as
     hereafter defined) intends to reorganize such that the BVI Company becomes
     a wholly owned subsidiary of the Purchaser by virtue of the existing
     shareholders (or their respective nominees) of the BVI Company selling all
     of their shares of the BVI Company to the Purchaser in exchange for the
     same proportional equity interests in the Purchaser as their proportional
     shareholdings in the BVI Company (the "SHARE SWAP").

(C)  WHEREAS, subsequent to the Share Swap, the ordinary shares of the Purchaser
     will be listed on the Nasdaq National Market.

(D)  WHEREAS, the Vendors, who constitute all of the existing shareholders (or
     their respective nominees) of the BVI Company, and the Purchaser have
     agreed to a sale and purchase of the Sale Shares (as hereafter defined) on
     the following terms and conditions.

IT IS AGREED AS FOLLOWS:

1.   INTERPRETATION

1.1  In this Agreement, unless the context otherwise requires, the following
     expressions shall have the respective meanings set opposite thereto:

     "BVI COMPANY" means Power Solar System Co., Ltd., brief particulars of
     which are set out in Part A of Schedule 1;

     "COMPLETION" means the completion of the sale and purchase of the Sale
     Shares in accordance with the provisions of this Agreement;


                                        2
<PAGE>
     "COMPLETION DATE" means the date on which Completion takes place;

     "CONSIDERATION" means the consideration for the acquisition of the Sale
     Shares as described in Clause 3;

     "CONSIDERATION SHARES" means an aggregate of (i) 89,999,999 fully paid up,
     validly issued and nonassessable ordinary shares of US$0.01 each in the
     capital of the Purchaser, of which 67,499,999 ordinary shares, 14,303,870
     ordinary shares, 1,733,328 ordinary shares, 866,664 ordinary shares,
     841,614 ordinary shares, 654,588 ordinary shares, 177,674 ordinary shares,
     105,201 ordinary shares and 3,817,061 ordinary shares are to be issued and
     allotted to D&M, Million Power, Financiere Singapore, Shouqi Wang, Ching
     Fong, Xianfeng Yin, Kok Fai Wong, Yingchih Chen and Tiptop, respectively
     and (ii) 34,667,052 fully paid up, validly issued and nonassessable Series
     A Preferred Shares of US$0.01 each in the capital of the Purchaser of which
     10,790,120 Series A Preferred Shares, 5,460,061 Series A Preferred Shares,
     5,416,727 Series A Preferred Shares, 2,600,060 Series A Preferred Shares,
     4,333,381 Series A Preferred Shares, 3,900,043 Series A Preferred Shares,
     1,600,000 Series A Preferred Shares and 566,660 Series A Preferred Shares
     are to be issued and allotted to Goldman Sachs, DragonTech, Actis,
     Financiere Singapore, Bestmanage, Prax, Financiere 1 and Financiere 2,
     respectively;

     "HONG KONG" means the Hong Kong Special Administrative Region of the PRC;

     "PRC" means the People's Republic of China;

     "SALE SHARES" means an aggregate of (i) 90,000,000 fully paid up, validly
     issued and nonassessable ordinary shares of US$0.01, each in the capital of
     the the BVI Company of which 67,500,000 ordinary shares, 14,303,870
     ordinary shares, 1,733,328 ordinary shares, 866,664 ordinary shares,
     841,614 ordinary shares, 654,588 ordinary shares, 177,674 ordinary shares,
     105,201 ordinary shares and 3,817,061 ordinary shares are to be sold by
     Zhengrong Shi, Million Power, Financiere Singapore, Shouqi Wang, Ching
     Fong, Xianfeng Yin, Kok Fai Wong, Yingchih Chen and Tiptop, respectively
     and (ii) 34,667,052 fully paid up, validly issued and nonassessable Series
     A Preferred Shares of US$0.01 each in the capital of the BVI Company of
     which 10,790,120 Series A Preferred Shares, 5,460,061 Series A Preferred
     Shares, 5,416,727 Series A Preferred Shares, 2,600,060 Series A Preferred
     Shares, 4,333,381 Series A Preferred Shares, 3,900,043 Series A Preferred
     Shares, 1,600,000 Series A Preferred Shares and 566,660 Series A Preferred
     Shares are to be sold by Goldman Sachs, DragonTech, Actis, Financiere
     Singapore, Bestmanage, Prax, Financiere 1 and Financiere 2, respectively;

     "SECURITIES AND EXCHANGE COMMISSION" means the United States Securities and
     Exchange Commision;

     "US$" means United States dollars; and

1.2  Any reference to a Clause, sub-clause or Schedule (other than to a Schedule
     to a statutory provision) is a reference to a Clause or a sub-clause or
     Schedule to this Agreement and the Schedules form part of and are deemed to
     be incorporated into this Agreement.

1.3  Words denoting the singular number or the masculine shall include the
     plural or the feminine or neuter and vice versa.


                                        3
<PAGE>
1.4  Any reference to an ordinance, statute, legislation or enactment shall be
     construed as a reference to such ordinance, statute, legislation or
     enactment as may be amended or re-enacted from time to time and for the
     time being in force.

1.5  The headings to the Clauses of this Agreement are for ease of reference
     only and shall be ignored in interpreting this Agreement.

2.   SALE AND PURCHASE OF THE SALE SHARES

     Subject to the terms and conditions set forth in this Agreement, each
Vendor agrees to sell, assign, transfer and deliver to the Purchaser on the
Completion Date, severally, but not jointly, and also consents to other Vendors'
selling, assigning, transferring and delivering to the Purchaser (including
waiving any right of first refusal or other restriction thereon), and the
Purchaser agrees to purchase from each Vendor on the Completion Date, the number
of shares set forth opposite the name of such Vendor under "Owners of the Sale
Shares" on Schedule I, Part A hereto.

3.   CONSIDERATION

3.1  The total consideration for the sale by the Vendors of the Sale Shares
     shall be the allotment and issue by the Purchaser pursuant to the terms of
     Clause 3.2 to each of the Vendors (or their respective nominees) of such
     number of Consideration Shares as is set forth next to the name of the
     respective Vendor (or their respective nominees) in Columns 2 and 3 of Part
     B of Schedule 1.

3.2  The Consideration Shares shall be allotted and issued as fully paid,
     validly issued and nonassessable and shall have such rights, preferences
     and privileges as set forth in the Purchaser's Amended and Restated
     Memorandum and Articles of Association in the form attached hereto as
     Schedule 5.

4.   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDORS, BVI COMPANY,
     DR. SHI AND PURCHASER

4.1  Each of the Vendors hereby severally represents, warrants and undertakes to
     the Purchaser that each of the matters set out in Schedule 2, Part A (each
     of the warranties being hereinafter referred to as a "VENDOR WARRANTY" and
     together as the "VENDOR WARRANTIES") (insofar as it relates to the
     respective Vendor) is true and correct in all respects as of the date of
     this Agreement and as of the Completion Date and acknowledges that the
     Purchaser is entering into this Agreement in reliance upon the Vendor
     Warranties and that the Purchaser shall be entitled to treat the Vendor
     Warranties as conditions of this Agreement.

4.2  Each of the BVI Company, Dr. Shi, D&M and Purchaser (collectively, the
     "COMPANY GROUP") hereby jointly and severally represent, warrant and
     undertake to each of the Vendors that each of the matters set out in
     Schedule 2, Part B (each of the warranties being hereinafter referred to as
     a "COMPANY WARRANTY" and together as the "COMPANY WARRANTIES" and
     collectively with the Vendor Warranties, the "WARRANTIES") is true and
     correct in all respects as of the date of this Agreement and as of the
     Completion Date and acknowledge that each of the Vendors is entering into
     this Agreement in reliance upon the Company Warranties and that each of the
     Vendors shall be entitled to treat the Company Warranties as conditions of
     this Agreement.


                                        4
<PAGE>
4.3  Each of the Warranties set out in each sub-paragraph of Schedule 2 hereto
     shall be separate and independent and save as expressly provided shall not
     be limited by reference to any other sub-paragraph or anything in this
     Agreement or the Schedules hereto.

4.4  The Purchaser's rights in respect of each of the Vendor Warranties shall
     survive Completion and continue in full force and effect notwithstanding
     Completion.

4.5  Each of the Vendor's rights in respect of each of the Company Warranties
     shall survive Completion and continue in full force and effect
     notwithstanding Completion.

5.   COMPLETION

5.1  Completion shall take place at the offices of Latham & Watkins, LLP at 41st
     Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong or such
     other place as the parties may agree forthwith upon the execution of this
     Agreement, when all the following business will be simultaneously
     transacted:

     5.1.1 each of the Vendors shall:

          (a)  procure his/her/its execution of this Agreement and the Agreement
               for the Transfer and Assumption of Obligations under the Share
               Purchase Agreement and the Right of First Refusal and Co-Sale
               Agreement of equal date hereof (the "ASSUMPTION AGREEMENT").

     5.1.2 the Purchaser shall:

          (a)  procure the passing of the shareholder's resolutions in the form
               set out in Schedule 3 and board resolutions in Schedule 4 to
               authorize the allotment and issue of the Consideration Shares to
               the Vendors (or their respective nominees) pursuant to the terms
               of Clause 3.1;

          (b)  enter and register the Vendors (or their respective nominees) as
               shareholders, in such share amounts and to such persons/entities
               as set forth on Schedule 1, Part B hereto, of the Consideration
               Shares on the Purchaser's register of members and provide each
               Vendor with a copy of the Purchaser's share register certified by
               a director of the Purchaser as true, accurate and complete as of
               the date of the Completion;

          (c)  procure the execution of the Assumption Agreement; and

          (d)  procure the adoption of an Amended and Restated Memorandum and
               Articles of Association in the form attached hereto as Schedule 5
               (which shall be duly filed with and registered by the Registrar
               of Companies of the Cayman Islands within five (5) days after the
               Completion).

     5.1.3 The BVI Company's board resolutions in the form as set out in
          Schedule 6 to authorize the transfer of the Sale Shares to the
          Purchaser shall be passed;

     5.1.4 The BVI Company shall arrange to enter and register the Purchaser as
          holder of the Sale Shares and enter and register such share transfers
          on the BVI Company's register of members;


                                        5
<PAGE>
5.2  The transactions described in Clause 5.1 shall take place at the same time,
     so that in the event of a default of the performance of any such
     transactions by either party, the other party shall not be obliged to
     complete this Agreement or perform any obligations hereunder (without
     prejudice to any further legal remedies).

5.3  As soon as reasonably practicable following the Completion and in any event
     not later than fifteen (15) days after the Completion, each of the Vendors
     shall deliver, to the Purchaser, original share certificates in respect of
     the Sale Shares owned by them respectively, together with instruments of
     transfer in favour of the Purchaser in respect of the Sale Shares duly
     executed by the registered holders thereof (if necessary), and the
     Purchaser shall deliver, to the Vendors, original share certificates for
     the Consideration Shares issued by the Purchaser in such share amounts and
     to such persons/entities as set forth on Schedule 1, Part B hereto.

5.4  Each member of the Company Group shall use its best efforts to comply at
     all times with PRC law and, further, shall use its best efforts to timely
     obtain and/or effect all Approvals required thereof by PRC law at any time
     and from time to time (including registration with State Administration of
     Foreign Exchange, if applicable). In addition, each member of the Company
     Group shall use its best efforts to procure each of the owners or
     beneficial owners of any equity interest in the Purchaser, whether direct
     or indirect, to timely obtain all Approvals required by PRC law in relation
     to such interest in the Purchaser. For purpose of this Agreement,
     "Approval" means any consent, approval, authorization, waiver, permit,
     grant, franchise, concession, agreement, license, exemption or order of,
     registration, certificate, declaration or filing with, or report or notice
     required to be secured from any government or any agency, bureau, board,
     commission, court, department, official, political subdivision, tribunal or
     other instrumentality of any government (including the government of the
     PRC and any other relevant jurisdiction).

5.5  As soon as reasonably practicable following the Completion and in any event
     not later than fifteen (15) days after the Completion, the Purchaser shall
     procure Maples & Calder, Cayman Islands counsel to the Purchaser, to
     deliver an opinion to each of the Vendors, in form and substance customary
     for transactions in the nature of the transactions contemplated by this
     Agreement with respect to (i) the organization and existence of the
     Purchaser, (ii) the execution, validity and enforceability of this
     Agreement and the Assumption Agreement, and (iii) the issuance of the
     Consideration Shares.

6.   POST COMPLETION EFFECT

     This Agreement shall remain in full force and effect after and
     notwithstanding Completion in respect of all obligations, agreements,
     covenants, undertakings, conditions, representations or warranties which
     have not been done, observed or performed at or prior to Completion and the
     parties may take action for any breach or non-fulfilment of any of such
     obligations, agreement, covenants, undertakings, conditions,
     representations or warranties either before or after Completion (whether or
     not such breach or non-fulfilment may have been known to or discoverable by
     the Purchaser prior to Completion) it being agreed that Completion shall
     not be deemed to constitute a waiver of or operate as an estoppel against
     any right to take any such action.

7.   FURTHER ASSURANCE AND ASSISTANCE

7.1  The Vendors shall do, execute and perform and shall procure to be done,
     executed and performed all such further acts, deeds, documents and things
     as the Purchaser may require


                                        6
<PAGE>
     from time to time effectively to vest the beneficial ownership of the Sale
     Shares in the Purchaser free from all liens, charges, options, encumbrances
     or adverse rights or interest of any kind and otherwise to give to the
     Purchaser the full benefit of this Agreement.

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

7.3  All parties hereto recognize that the Purchaser plans to (i) adopt an
     equity incentive plan or similar arrangement, which will amend, restate,
     assume and/or replace the stock option plan adopted by the BVI Company on
     April 29, 2005 (the "BVI Plan") and (ii) assume or exchange all outstanding
     stock options issued under the BVI Plan for stock options with comparable
     terms thereunder.

8.   DOCUMENTS CONSTITUTING AGREEMENT

     This Agreement, the Assumption Agreement and any agreement, document or
     instrument attached hereto or referred to herein among the parties hereto
     together constitute the entire agreement and understanding between the
     parties in connection with the subject matter of this Agreement and
     supersedes all previous proposals, representations, warranties, agreements
     or undertakings relating thereto whether oral, written or otherwise and
     neither party has relied on any such proposals, representations,
     warranties, agreements or undertakings. In the event of a conflict between
     the terms and conditions of this Agreement and any previous proposals,
     representations, warranties, agreements or undertakings, the terms and
     conditions of this Agreement shall prevail.

9.   CONFIDENTIALITY

9.1  Disclosure of Terms. The terms and conditions of this Agreement, the
     Assumption Agreement, all exhibits and schedules attached hereto and
     thereto, and the transactions contemplated hereby (collectively, the "SHARE
     SWAP TERMS"), including their existence, shall be considered confidential
     information and shall not be disclosed by any party hereto to any third
     party except in accordance with the provisions set forth below.

9.2  Permitted Disclosures. Notwithstanding the foregoing, (i) any party hereto
     may disclose any of the Share Swap Terms to its current or bona fide
     prospective investors, employees, investment bankers, lenders, accountants
     and attorneys, in each case only on an as-NEEDED basis and where such
     persons are under appropriate nondisclosure obligations; and (ii) each of
     Financiere Singapore, Goldman Sachs, DragonTech, Actis, Bestmanage, Prax,
     Financiere 1 and Financiere 2 may disclose any of the Share Swap Terms to
     its fund manager and the employees thereof on an as-needed basis and so
     long as such persons are under appropriate nondisclosure obligations.

9.3  Legally Compelled Disclosure. In the event that any party is requested or
     becomes legally compelled (including without limitation, pursuant to
     securities laws and regulations) to disclose the existence of this
     Agreement, the Assumption Agreement or the content of any of the Share Swap
     Terms in contravention of the provisions of this


                                        7
<PAGE>
     Section 9, such party (the "DISCLOSING PARTY") shall provide the other
     parties hereto with PROMPT written notice of that fact and shall consult
     with the other parties hereto regarding such disclosure. The Disclosing
     Party shall, to the extent possible and with the cooperation and reasonable
     efforts of the other parties, seek a protective order, confidential
     treatment or other appropriate remedy. In such event, the Disclosing Party
     shall furnish only that portion of the information which is legally
     required and shall exercise reasonable efforts to obtain reliable assurance
     that confidential treatment will be accorded such information.

9.4  Other Exceptions. Notwithstanding any other provision of this Section 9,
     the confidentiality obligations of the parties shall not apply to: (a)
     disclosure as may be required by the Securities and Exchange Commission or
     applicable securities law or regulations of the United States of America or
     requirement of any stock exchange or automated trading system; (b)
     information which a restricted party learns from a third party having the
     right to make the disclosure, provided the restricted party complies with
     any restrictions imposed by the third party; (c) information which is in
     the restricted PARTY'S possession prior to the time of disclosure by the
     protected party and not acquired by the restricted party under a
     confidentiality obligation; or (d) information which enters the public
     domain without breach of confidentiality by the restricted party.

9.5  Other Information. The provisions of this Section 9 shall survive the
     termination of this Agreement and shall be in addition to, and not in
     substitution for, the provisions of any separate nondisclosure agreement
     executed by any of the parties hereto with respect to the transactions
     contemplated hereby.

10.  NOTICES AND OTHER COMMUNICATIONS

     Any and all notices required or permitted under this Agreement shall be
     given in writing in English and shall be provided by one or more of the
     following means and shall be deemed to have been duly given (a) if
     delivered personally, when received, (b) if transmitted by facsimile, on
     the date of transmission with receipt of a transmittal confirmation, or (c)
     if by international courier service, on the fourth (4th) Business Day
     following the date of deposit with such courier service, or such earlier
     delivery date as may be confirmed in writing to the sender by such courier
     service.

11.  COSTS AND EXPENSES

     The parties hereto bear their respective legal and professional fees, costs
     and expenses incurred in the negotiation, preparation and execution of this
     Agreement and all documents contemplated hereby.

12.  COUNTERPARTS

     This Agreement may be executed in counterparts and all counterparts
     together shall constitute one document.

13.  GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law. This Agreement shall be governed by and construed under the
     laws of the State of New York, without regard to principles of conflicts of
     law thereunder.


                                        8
<PAGE>
13.2 Dispute Resolution.

     13.2.1 Any dispute, controversy or claim arising out of or relating to this
          Agreement, or the interpretation, breach, termination or validity
          hereof, shall be resolved through consultation. Such consultation
          shall begin immediately after one party hereto has delivered to the
          other party hereto a written request for such consultation. If within
          thirty (30) days following the date on which such notice is given the
          dispute cannot be resolved, the dispute shall be submitted to
          arbitration upon the request of either party with notice to the other.

     13.2.2 The arbitration shall be conducted in Hong Kong under the auspices
          of the Hong Kong International Arbitration Centre (the "Centre").
          There shall be three arbitrators. Each party hereto shall each select
          one arbitrator within thirty (30) days after giving or receiving the
          demand for arbitration. Such arbitrators shall be freely selected, and
          the parties shall not be limited in their selection to any prescribed
          list. The Chairman of the Centre shall select the third arbitrator,
          who shall be qualified to practice law in New York. If either party
          does not appoint an arbitrator who has consented to participate within
          thirty (30) days after selection of the first arbitrator, the relevant
          appointment shall be made by the Chairman of the Centre.

     13.2.3 The arbitration proceedings shall be conducted in English. The
          arbitration tribunal shall apply the Arbitration Rules of the Center
          in effect at the time of the arbitration. However, if such rules are
          in conflict with the provisions of this Section 13.2, including the
          provisions concerning the appointment of arbitrators, the provisions
          of this Section 13.2 shall prevail.

     13.2.4 The arbitrators shall decide any dispute submitted by the parties to
          the arbitration strictly in accordance with the substantive law of New
          York and shall not apply any other substantive law.

     13.2.5 Each party hereto shall cooperate with the other in making full
          disclosure of and providing complete access to all information and
          documents requested by the other in connection with such arbitration
          proceedings, subject only to any confidentiality obligations binding
          on such party.

     13.2.6 The award of the arbitration tribunal shall be final and binding
          upon the disputing parties, and either party may apply to a court of
          competent jurisdiction for enforcement of such award.

     13.2.7 Either party shall be entitled to seek preliminary injunctive
          relief, if possible, from any court of competent jurisdiction pending
          the constitution of the arbitral tribunal.

14.  AMENDMENTS

     This Agreement may not be amended, modified or supplemented, except in a
     writing signed by each of the parties hereto.

15.  SUCCESSORS AND ASSIGNS

     This Agreement shall be binding upon and inure to the benefit of the
     parties hereto and their respective successors and assigns.


                                        9
<PAGE>
IN WITNESS whereof the parties hereto have executed this Agreement the day and
year first above written.

SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
ZHENGRONG SHI                           ) By:
in the presence of:                     )     ----------------------------------


                                        For and on behalf of
                                        MILLION POWER FINANCE LTD.


                                        /s/
                                        ----------------------------------------
                                        Authorized Signature(s)


SIGNED by                               )
                                        )
MILLION POWER FINANCE LTD.              ) By:
in the presence of:                     )     ----------------------------------
                                          Title:
                                                 -------------------------------


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
FINANCIERE NATEXIS                      ) By: Gael de Barmon
SINGAPORE 3 PTE, LTD.                   ) Title:
in the presence of: Margaret Chui       )        -------------------------------


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


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
SHOUQI WANG                             ) By:
in the presence of:                     )     ----------------------------------


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
CHING FONG                              ) By:
in the presence of:                     )     ----------------------------------


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
XIANFENG YIN                            ) By:
in the presence of:                     )     ----------------------------------


/s/
-------------------------------------
<PAGE>
SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
KOK FAI WONG                            ) By:
in the presence of:                     )     ----------------------------------


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
YINGCHIH CHEN                           ) By:
in the presence of:                     )     ----------------------------------


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
TIPTOP BRIGHT LIMITED                   ) By:
in the presence of:                     )     ----------------------------------


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
GOLDMAN SACHS (ASIA) FINANCE            ) By: Jason E. Maynard
in the presence of:                     ) Title: Alternate Director


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
DRAGONTECH ENERGY                       ) By: Roman Jun Shaw
INVESTMENT LIMITED                      ) Title: Director
in the presence of:                     )


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
ACTIS CHINA INVESTMENT                  ) By: ASHRAF RAMTOOLA
                                        ) Representing CHRONOS LTD

HOLDINGS NO. 4 LTD.                     ) Title: DIRECTOR
in the presence of:                     )

Ms Yannick Roussety


/s/
-------------------------------------
<PAGE>
SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
FINANCIERE NATEXIS                      ) By: Gael de Barmon
SINGAPORE 3 PTE, LTD.                   ) Title:
in the presence of: Margaret Chui       )        -------------------------------


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


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
BESTMANAGE CONSULTANTS LTD.             ) By:
in the presence of:                           ----------------------------------
                                        ) Title:
                                                 -------------------------------


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


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
PRAX CAPITAL FUND 1, LP                 ) By: JEFF YAO
in the presence of:                     ) Title:  Partner


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


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
FINANCIERE 1 LTD.                       ) By: Gael de Barmon
in the presence of: Margaret Chui       ) Title:
                                                 -------------------------------


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


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
FINANCIERE 2 LTD.                       ) By: Gael de Barmon
in the presence of: Margaret Chui       ) Title:
                                                 -------------------------------


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


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
D&M TECHNOLOGIES LIMITED                ) By:
in the presence of:                     )     ----------------------------------
                                          Title:
                                                 -------------------------------


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
POWER SOLAR SYSTEM CO., LTD.            ) By:
in the presence of:                     )     ----------------------------------
                                          Title:
                                                 -------------------------------


SIGNED by                               )
                                        ) /s/
                                          --------------------------------------
<PAGE>
SUNTECH POWER HOLDINGS CO., LTD.        ) By:
in the presence of:                     )     ----------------------------------
                                          Title:
                                                 -------------------------------
<PAGE>
                                   SCHEDULE 1
                                     PART A

                         PARTICULARS OF THE BVI COMPANY

<TABLE>
<S>                         <C>
Name                      : Power Solar System Co., Ltd.

Company number            : 637152

Place of incorporation    : British Virgin Islands

Date of incorporation     : January 11, 2005

Registered office         : Akara Building, 24 De Castro Street, Wickhams Cay I,
                            Road Town, Tortola, British Virgin Islands

Authorised share capital  : 465,332,948 ordinary shares, par value US$0.01 per
                            share, and 34,667,052 preferred shares, par value
                            US$0.01 per share, all of which are designated
                            Series A Preferred Shares

Issued shares             : 90,000,000 ordinary shares of US$0.01 each and
                            34,667,052 Series A Preferred Shares of US$0.01 each

Owners of the Sale Shares :

                            VENDOR                                         TYPE OF SHARES     NO. OF SHARES
                            ------                                         --------------     -------------
                            Zhengrong Shi                                ordinary               67,500,000
                            Million Power Finance Ltd.                   ordinary               14,303,870
                            Financiere Natexis Singapore 3 Pte, Ltd.     ordinary                1,733,328
                            Shouqi Wang                                  ordinary                  866,664
                            Ching Fong                                   ordinary                  841,614
                            Xianfeng Yin                                 ordinary                  654,588
                            Kok Fai Wong                                 ordinary                  177,674
                            Yingchih Chen                                ordinary                  105,201
                            Tiptop Bright Limited                        ordinary                3,817,061
                            Goldman Sachs (Asia) Finance                 Series A Preferred     10,790,120
                            DragonTech Energy Investment Limited         Series A Preferred      5,460,061
                            Actis China Investment Holdings No. 4 Ltd.   Series A Preferred      5,416,727
                            Financiere Natexis Singapore 3 Pte, Ltd.     Series A Preferred      2,600,060
                            Bestmanage Consultants Ltd.                  Series A Preferred      4,333,381
                            Prax Capital Fund 1, LP                      Series A Preferred      3,900,043
                            Financiere 1 Ltd.                            Series A Preferred      1,600,000
                            Financiere 2 Ltd.                            Series A Preferred        566,660
                                                                                               124,667,052
</TABLE>


                                      1-A-1
<PAGE>
<TABLE>
<S>                         <C>
Directors                 : Shi Zhengrong; Zhang Weiguo; Wang Yichuan; Ji
                            Jingjia; Zhang Wei; Jason E. Maynard; Roman Jun Shaw

Principal activity        : Investment holding
</TABLE>


                                      1-A-2
<PAGE>
                                     PART B

<TABLE>
<CAPTION>
                                                                         No. of Consideration
                                                  No. of Consideration    Shares in Series A
                                                   Shares in Ordinary     Preferred Shares to
                                                   Shares to be issued       be issued and
                                                   and alloted by the       alloted by the
Record Owner                                            Purchaser              Purchaser
------------                                      --------------------   --------------------
<S>                                               <C>                    <C>
 1.   D&M Technologies Limited                         67,499,999
 2.   Million Power Finance Ltd.                       14,303,870
 3.   Financiere Natexis Singapore 3 Pte, Ltd.          1,733,328               2,600,060
 4.   Shouqi Wang                                         866,664
 5.   Ching Fong                                          841,614
 6.   Xianfeng Yin                                        654,588
 7.   Kok Fai Wong                                        177,674
 8.   Yingchih Chen                                       105,201
 9.   Tiptop Bright Limited                             3,817,061
10.   Goldman Sachs (Asia) Finance                                             10,790,120
11.   DragonTech Energy Investment Limited                                      5,460,061
12.   Actis China Investment Holdings No.4 Ltd.                                 5,416,727
13.   Bestmanage Consultants Ltd.                                               4,333,381
14.   Prax Capital Fund 1, LP                                                   3,900,043
15.   Financiere 1 Ltd.                                                         1,600,000
16.   Financiere 2 Ltd.                                                           566,660

ORDINARY SHARES TOTAL:                                 89,999,999

SERIES A PREFERRED SHARES TOTAL:                                               34,667,052

   TOTAL                                                          124,667,051
                                                                  ===========
</TABLE>


                                      1-B-1
<PAGE>
                                   SCHEDULE 2

                                     PART A

                              THE VENDOR WARRANTIES

1.   Each of the Vendors is solvent, has full power and authority, and has
     obtained all necessary consents and approvals, to enter and deliver this
     Agreement, the Assumption Agreement and any other document or agreement
     contemplated by this Agreement, and to exercise its rights and perform its
     obligations hereunder and all corporate and other actions required to
     authorise its execution of this Agreement, the Assumption Agreement and any
     other document or agreement contemplated by this Agreement and its
     performance of its obligations hereunder have been duly taken.

2.   When executed and delivered by the Vendors, this Agreement will constitute
     a valid and legally binding obligation of each Vendor, enforceable in
     accordance with its terms.

3.   The execution, delivery and performance of this Agreement by the Vendors
     does not and shall not:

     (a)  violate in any respect the laws and documents incorporating and
          constituting each of the Vendors;

     (b)  result in the creation or imposition of any encumbrance on any of its
          assets pursuant to the provisions of any agreement or other
          undertaking to which any Vendor is a party or which is binding upon it
          or any of its assets; or

     (c)  violate any agreement or other undertaking to which each of the
          Vendors is a party or which is binding upon it or any of its assets.

4.   Excluding any restrictions described in the charter documents of the BVI
     Company, the Share Purchase Agreement, dated 29 April 2005 and amended on
     10 May 2005 (the "Share Purchase Agreement"), by and among the BVI Company,
     each of the Company Warrantors as therein defined, each of the Investors as
     defined therein and Dr. Shi, and any restrictions under the Right of First
     Refusal and Co-Sale Agreement, dated 29 April 2005 (the "RFR Agreement"),
     by and among Power Solar, Dr. Shi, Million Power Finance Ltd. and each of
     the Investors as defined therein, or the provisions in respect of the
     redemption of the Series A Preferred Shares of the BVI Company contained in
     that Company's Memorandum and Articles of Association, (i) there are no
     statutory or contractual restrictions on the Vendor's ability to transfer
     its Sale Shares pursuant to this Agreement, (ii) there is no option, right
     to acquire, mortgage, charge, pledge, lien or other form of security or
     encumbrance on, over or affecting any of such Sale Shares and there is no
     agreement or commitment to give or create any of the foregoing; and (iii)
     each of the Vendors is a registered, and valid legal and beneficial owner
     of the Sale Shares.


                                      2-A-1
<PAGE>
                                     PART B

                             THE COMPANY WARRANTIES

1.   Each member of the Company Group (to the extent applicable) is duly
     incorporated, validly existing and in good standing under the laws of the
     jurisdiction of its incorporation. Each member of the Company Group has all
     requisite corporate power and authority to carry on its business as now
     conducted and as proposed to be conducted and is duly qualified to transact
     business and is in good standing in each jurisdiction in which it conducts
     business and the failure to so qualify would have a material adverse effect
     on its financial condition, business or properties.

2.   Each member of the Company Group is solvent, has full power and authority,
     and has obtained all necessary consents and approvals, to enter and deliver
     this Agreement, the Assumption Agreement and any other document or
     agreement contemplated by this Agreement, and to exercise its rights and
     perform its obligations hereunder and all corporate and other actions
     required to authorise its execution of this Agreement, the Assumption
     Agreement and any other document or agreement contemplated by this
     Agreement and its performance of its obligations hereunder have been duly
     taken.

3.   When executed and delivered by each member of the Company Group, this
     Agreement, the Assumption Agreement and any other document or agreement
     contemplated by this Agreement will constitute a valid and legally binding
     obligation of each member of the Company Group, enforceable in accordance
     with its terms.

4.   The execution, delivery and performance of this Agreement, the Assumption
     Agreement and any other document or agreement contemplated by this
     Agreement by each member of the Company Group does not:

     (a)  violate in any respect the laws and documents incorporating and
          constituting each member of the Company Group;

     (b)  result in the creation or imposition of any encumbrance on any of its
          assets pursuant to the provisions of any agreement or other
          undertaking to which any member of the Company Group is a party or
          which is binding upon it or any of its assets; or

     (c)  violate any agreement or other undertaking to which any of the Company
          Group is a party or which is binding upon it or any of its assets.

5.   The authorized capital of the Purchaser is and as of the Completion will be
     US$5,000,000. The authorized capital of the Purchaser consists, or will
     consist, immediately prior to the Completion of:

     (a) ORDINARY SHARES. (i) 465,332,948 Ordinary Shares, par value US$0.01 per
share (the "ORDINARY SHARES"), of which only one is issued and outstanding, and
34,667,052 are reserved for issuance upon conversion of the Series A Preferred
Shares.

     (b) PREFERRED SHARES. 34,667,052 Preferred Shares, all of which have been
designated Series A Preferred Shares, par value US$0.01 per share (the "SERIES A
PREFERRED SHARES") and none of which are issued and outstanding.

     (c) As of the Completion, the issued and outstanding share capital of the
Purchaser will be as set forth on Schedule 1, Part B of this Agreement, which
lists the name of each holder and the number of shares to be held by such holder
(as to D&M, the number of Ordinary Shares held is


                                      2-B-1
<PAGE>
67,500,000).

     (d) Upon issuance at the Completion, the Consideration Shares will be duly
and validly issued, fully paid, and non-assessable, and will be free of
restrictions on transfer other than such restrictions on transfer as may be
imposed by the RFR Agreement (as amended by the Assumption Agreement). The
Ordinary Shares issuable upon conversion of the Series A Preferred Shares have
been duly and validly reserved for issuance and, upon issuance in accordance
with the terms of the Amended and Restated Memorandum and Articles of
Association attached hereto as Schedule 5, will be duly and validly issued,
fully paid, and non-assessable and will be free of restrictions on transfer
other than such restrictions on transfer as may be imposed by the RFR Agreement.

     (e) As of the Completion, except as provided in this Agreement, the RFR
Agreement and any other document or agreement contemplated by this Agreement,
including the rights and privileges of the Series A Preferred Shares set forth
in the Amended and Restated Memorandum and Articles of Association attached
hereto as Schedule 5:

     (i)  there are no outstanding options, warrants, rights (including
          conversion or preemptive rights and rights of first refusal), proxy or
          shareholders agreements or agreements of any kind for the purchase or
          acquisition from the Purchaser of any of its securities;

     (ii) the Purchaser is not subject to any obligation (contingent or
          otherwise) to purchase or otherwise acquire or retire any equity
          interest held by its shareholders or to purchase or otherwise acquire
          or retire any of its other outstanding securities;

     (iii) there is no option, right to acquire, mortgage, charge, pledge, lien
          or other form of security or encumbrance on, over or affecting any of
          the Consideration Shares and there is no agreement or commitment to
          give or create any of the foregoing.

6.   There are no statutory or contractual restrictions on the Purchaser's
     ability to issue the Consideration Shares pursuant to this Agreement, the
     Assumption Agreement and any other document or agreement contemplated by
     this Agreement.

7.   No consent, approval, order or authorization of, or registration,
     qualification, designation, declaration or filing with, any governmental
     authority or other third party on the part of any member of the Company
     Group will be required in connection with the execution, delivery and
     performance of this Agreement and the consummation of the transactions
     contemplated hereby which has not already been secured or effected or will
     be secured or effected prior to the Completion.

8.   No action, suit, proceeding, claim, arbitration or investigation has been
     threatened or instituted against any of the Company Group seeking to
     enjoin, challenge the validity of, or assert any liability against any of
     them, on account of any transaction contemplated by this Agreement.

9.   Dr. Shi is the legal and beneficial owner of all the equity capital of D&M,
     and prior to a Qualified IPO (as defined in the RFR Agreement, as amended
     by the Assumption Agreement) or such time as D&M no longer holds any
     interest in the Purchaser, Dr. Shi will remain the legal and beneficial
     owner of all the equity capital of D&M.

10.  The Purchaser is a special purpose vehicle and has no business activities
     other than (i) the acquisition and holding of the Sale Shares and (ii) such
     matters as are necessary in the furtherance of an initial public offering
     of the Purchaser. Except for this Agreement, the Assumption Agreement, the
     RFR Agreement and the Registered Office Agreement with


                                      2-B-2
<PAGE>
     M&C Corporate Services Limited, the Purchaser has no outstanding
     liabilities and is not party to any other contract, agreement or
     undertaking.

11.  Except for such agreements as are to be assigned to Purchaser pursuant to
     the Assumption Agreement and the BVI Plan, BVI Company has no outstanding
     liabilities and is not a party to any other contract, agreement or
     undertaking.

12.  The Company Group has provided the Vendors with all information that the
     Company believes is materially necessary to enable the Vendors to decide
     whether to enter into the transactions contemplated hereunder. None of this
     Agreement or any other statements or certificates or other materials made
     or delivered, or to be made or delivered to any of the Vendors in
     connection herewith or therewith, contains any untrue statement of a
     material fact or omits to state a material fact necessary to make the
     statements herein or therein not misleading.


                                      2-B-3
<PAGE>
                                   SCHEDULE 3

                  FORM OF THE SOLE SHAREHOLDER'S RESOLUTIONS OF
                        SUNTECH POWER HOLDINGS CO., LTD.

            UNANIMOUS WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF
                SUNTECH POWER HOLDINGS CO., LTD. (THE "COMPANY")

We, being the sole shareholder of the Company entitled to receive notices of and
attend and vote at general meetings of the Company, DO HEREBY ADOPT the
following resolutions with immediate effect :

RESOLVED, AS A SPECIAL RESOLUTION, THAT:

1.   ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.

     The existing Memorandum and Articles of Association of the Company be and
     are hereby replaced in their entirety with an Amended and Restated
     Memorandum and Articles of Association, attached hereto as Exhibit A.

     The Amended and Restated Memorandum and Articles of Association shall be
     duly filed with and registered by the Registrar of Companies of the Cayman
     Islands within five (5) days after the Completion (as defined in the Sale
     and Purchase Agreement).

RESOLVED, AS ORDINARY RESOLUTIONS, THAT:

2.   REDESIGNATION OF SHARE CAPITAL

     The authorised capital of the Company be redesignated:

     a. from US$5,000,000 divided into 500,000,000 shares of a nominal or par
     value of US$0.01 each, to US$5,000,000 divided into 465,332,948 Ordinary
     Shares of a nominal or par value of US$0.01 each and 34,667,052 Series A
     Preferred Shares of a nominal or par value of US$0.01 each, and

     b. that the one issued share of the Company be and is hereby redesignated
     as an Ordinary Share.

3.   SALE AND PURCHASE AGREEMENT

     The sale and purchase agreement (the "SALE AND PURCHASE AGREEMENT"),
     attached hereto as Exhibit B, to be entered into between Zhengrong Shi,
     Million Power Finance Ltd., Financiere Natexis Singapore 3 Pte, Ltd.,
     Shouqi Wang, Ching Fong, Xianfeng Yin, Kok Fai Wong, Yingchih Chen, Tiptop
     Bright Limited, Goldman Sachs (Asia) Finance, DragonTech Energy Investment
     Limited, Actis China Investment Holdings No. 4 Ltd., Bestmanage Consultants
     Ltd., Prax Capital Fund 1, LP, Financiere 1 Ltd. and Financiere 2 Ltd. as
     vendors (the "VENDORS"), D&M Technologies Limited as Zhengrong Shi's
     nominee, and the Company as purchaser, relating to the purchase by the
     Company of the entire issued share capital in Power Solar System Co., Ltd.
     (the "SALE SHARES"), be and is hereby approved.

4.   CONSIDERATION


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

DATE: ______ of August 2005


-------------------------------------
D&M TECHNOLOGIES LIMITED


                                       3-2
<PAGE>
                                   SCHEDULE 4

          FORM OF BOARD RESOLUTIONS OF SUNTECH POWER HOLDINGS CO., LTD.

                     UNANIMOUS WRITTEN BOARD RESOLUTIONS OF
                        SUNTECH POWER HOLDINGS CO., LTD.
                                 (THE "COMPANY")

1    DISCLOSURE OF INTERESTS

     It is noted that the directors declared their interests in the matters
     referred to herein that would require disclosure in accordance with the
     articles of association of the Company.

2.   SALE AND PURCHASE AGREEMENT

     2.1 It was noted that it was proposed that the Company should acquire the
     entire issued share capital (the "SALE SHARES") in Power Solar System Co.,
     Ltd. subject to the terms and conditions of the Sale and Purchase Agreement
     entered into between Zhengrong Shi, Million Power Finance Ltd., Financiere
     Natexis Singapore 3 Pte, Ltd., Shouqi Wang, Ching Fong, Xianfeng Yin, Kok
     Fai Wong, Yingchih Chen, Tiptop Bright Limited, Goldman Sachs (Asia)
     Finance, DragonTech Energy Investment Limited, Actis China Investment
     Holdings No.4 Ltd., Bestmanage Consultants Ltd. and Prax Capital Fund 1,
     LP, Financiere 1 Ltd. and Financiere 2 Ltd. as vendors (the "VENDORS"), D&M
     Technologies Limited as Zhengrong Shi's nominee, and the Company as
     purchaser, relating to the purchase by the Company of the entire issued
     share capital in Power Solar System Co., Ltd. (the "SALE SHARES") (the
     "SALE AND PURCHASE AGREEMENT")

     2.2 It was noted that as part of the Sale and Purchase Agreement, the
     following share transfers would be done:

     (a)  a share transfer ("TRANSFER 1") in respect of 67,500,000 ordinary
          shares of Power Solar System Co., Ltd. from Zhengrong Shi as the
          transferor to the Company as the transferee;

     (c)  a share transfer ("TRANSFER 2") in respect of 14,303,870 ordinary
          shares of Power Solar System Co., Ltd. from Million Power Finance Ltd.
          as the transferor to the Company as the transferee;

     (d)  a share transfer ("TRANSFER 3") in respect of 1,733,328 ordinary
          shares of Power Solar System Co., Ltd. from Financiere Natexis
          Singapore 3 Pte, Ltd. as the transferor to the Company as the
          transferee;

     (e)  a share transfer ("TRANSFER 4") in respect of 866,664 ordinary shares
          of Power Solar System Co., Ltd. from Shouqi Wang as the transferor to
          the Company as the transferee;

     (f)  a share transfer ("TRANSFER 5") in respect of 841,614 ordinary shares
          of Power Solar System Co., Ltd. from Ching Fong as the transferor to
          the Company as the transferee;

     (g)  a share transfer ("TRANSFER 6") in respect of 654,588 ordinary shares
          of Power Solar System Co., Ltd. from Xianfeng Yin as the transferor to
          the Company as the transferee;


                                       4-1
<PAGE>
     (h)  a share transfer ("TRANSFER 7") in respect of 177,674 ordinary shares
          of Power Solar System Co., Ltd. from Kok Fai Wong as the transferor to
          the Company as the transferee;

     (i)  a share transfer ("TRANSFER 8") in respect of 105,201 ordinary shares
          of Power Solar System Co., Ltd. from Yingchih Chen as the transferor
          to the Company as the transferee;

     (j)  a share transfer ("TRANSFER 9") in respect of 3,817,061 ordinary
          shares of Power Solar System Co., Ltd. from Tiptop Bright Limited as
          the transferor to the Company as the transferee;

     (k)  a share transfer ("TRANSFER 10") in respect of 10,790,120 Series A
          Preferred Shares of Power Solar System Co., Ltd. from Goldman Sachs
          (Asia) Finance as the transferor to the Company as the transferee;

     (l)  a share transfer ("TRANSFER 11") in respect of 5,460,061 Series A
          Preferred Shares of Power Solar System Co., Ltd. from DragonTech
          Energy Investment Limited as the transferor to the Company as the
          transferee;

     (m)  a share transfer ("TRANSFER 12") in respect of 5,416,727 Series A
          Preferred Shares of Power Solar System Co., Ltd. from Actis China
          Investment Holdings No.4 Ltd. as the transferor to the Company as the
          transferee;

     (n)  a share transfer ("TRANSFER 13") in respect of 2,600,060 Series A
          Preferred Shares of Power Solar System Co., Ltd. from Financiere
          Natexis Singapore 3 Pte, Ltd. as the transferor to the Company as the
          transferee;

     (o)  a share transfer ("TRANSFER 14") in respect of 4,333,381 Series A
          Preferred Shares of Power Solar System Co., Ltd. from Bestmanage
          Consultants Ltd. as the transferor to the Company as the transferee;

     (p)  a share transfer ("TRANSFER 15") in respect of 3,900,043 Series A
          Preferred Shares of Power Solar System Co., Ltd. from Prax Capital
          Fund 1, LP as the transferor to the Company as the transferee;

     (q)  a share transfer ("TRANSFER 16") in respect of 1,600,000 Series A
          Preferred Shares of Power Solar System Co., Ltd. from Financiere 1
          Ltd. as the transferor to the Company as the transferee;

     (r)  a share transfer ("TRANSFER 17") in respect of 566,660 Series A
          Preferred Shares of Power Solar System Co., Ltd. from Financiere 2
          Ltd. as the transferor to the Company as the transferee;

     2.3 It was noted that, pursuant to the Sale and Purchase Agreement, the
     Vendors have each undertaken to the Company that they shall deliver to the
     Company as soon as reasonably practicable following the Completion (as
     defined therein) and in any event not later than fifteen days after the
     Completion, the share certificates in respect of all the shares owned by
     them, respectively, in the share capital of Power Solar System Co., Ltd.
     and which are the subject of the Sale and Purchase Agreement.

     2.4 It was noted that, pursuant to the Sale and Purchase Agreement, the
     Company has undertaken to each Vendor to deliver original share
     certificates for the Consideration Shares issued by the Company in such
     share amounts and to such persons/entities as set


                                       4-2
<PAGE>
     forth on Schedule 1, Part B of the Sale and Purchase Agreement, as soon as
     reasonably practicable following the Completion (as defined therein) and in
     any event not later than fifteen days after the Completion (as defined
     therein).

     2.5 It was noted that written resolutions (the "WRITTEN RESOLUTIONS") of
     the sole shareholder of the Company had previously been passed approving,
     among other matters, the adoption of the Amended and Restated Memorandum
     and Articles of Association and the Sale and Purchase Agreement.

3.   AGREEMENT FOR THE TRANSFER AND ASSUMPTION OF OBLIGATIONS

     It is also noted that the Company and all parties to the share purchase
     agreement and the right of first refusal and co-sale agreement ("SHARE
     PURCHASE AGREEMENT AND RFR AGREEMENT") both dated 29 April 2005 proposed to
     enter into an agreement for the transfer and assumption of obligations
     ("AGREEMENT FOR THE TRANSFER AND ASSUMPTION OF OBLIGATIONS"), pursuant to
     which, (a) Power Solar System Co., Ltd. will assign all of its rights and
     obligations under the above Share Purchase Agreement and RFR Agreement to
     the Company, and (b) D&M Technologies Limited will be added as a party to
     the Share Purchase Agreement and RFR Agreement and references to the
     "Founder" therein shall refer to Mr. Shi Zhengrong and D&M Technologies
     Limited, jointly and severally, with the consent of all the other parties
     thereto. It is noted that the draft Agreement for the Transfer and
     Assumption of Obligations has been reviewed by the directors and the terms
     thereof fully discussed.

4    RESOLUTIONS

     RESOLVED THAT:

     (a)  the acquisition of the Sale Shares would be in the best interests and
          commercial benefit of the Company and such acquisition be and the same
          is hereby approved;

     (b)  the form and substance of the Sale and Purchase Agreement, attached
          hereto as Exhibit A, be and is hereby approved;

     (c)  any one Director of the Company (a "DIRECTOR") be and is hereby
          authorised to sign for and on behalf of the Company the Sale and
          Purchase Agreement and the share transfer forms (if necessary) for the
          Transfers 1 through 14;

     (d)  any one Director be and is hereby authorised to sign any further
          documents incidental or ancillary to or in connection with each of the
          documents referred to above, and such further documents as he
          considers necessary, desirable or incidental to transactions
          contemplated by the Sale and Purchase Agreement;

     (e)  any Director be and is hereby authorised to allot and the Company
          issue as fully paid, validly issued and nonassessable, an aggregate of
          89,999,999 ordinary shares of US$0.01 each and 34,667,052 Series A
          Preferred Shares of US$0.01 each in the capital of the Company (the
          "CONSIDERATION SHARES") to the Vendors (and their respective nominees)
          in such proportions as set out in Part B of Schedule 1 of the Sale and
          Purchase Agreement and the allottees be entered in the Company's
          register of members as the holders of the said Consideration Shares;

     (f)  any one Director or officer of the Company be and is hereby authorised
          to issue share certificates evidencing the issue and allotment of the
          Consideration Shares as disclosed above;


                                       4-3
<PAGE>
     (g)  the form and substance of the Agreement for the Transfer and
          Assumption of Obligations, attached hereto as Exhibit B, be and is
          hereby approved;

     (h)  any one Director be and is hereby authorised to sign for and on behalf
          of the Company the Agreement for the Transfer and Assumption of
          Obligations;

     (i)  any one Director be and is hereby authorised to sign any further
          documents incidental or ancillary to or in connection with each of the
          documents referred to above, and such further documents as he
          considers necessary, desirable or incidental to transactions
          contemplated by the Agreement for the Transfer and Assumption of
          Obligations;

     (j)  It is noted that pursuant to the Agreement for the Transfer and
          Assumption of Obligations, the board of directors of the Company shall
          be the same as the board of directors of Power Solar System Co., Ltd.
          It is further noted that pursuant to the Amended and Restated
          Memorandum and Articles of Association described in clause 2.5 above,
          currently the holders of Series A Preferred Shares have the exclusive
          right to vote for the appointment of 2 members to the Company's board
          of directors and the holders of Ordinary Shares have the exclusive
          right to vote for the appointment of 5 members to the Company's board
          of directors. It is also noted that (a) Goldman Sachs (Asia) Finance
          ("Goldman") and DragonTech Energy Investment Limited ("DragonTech")
          have nominated Mr. Jason E. Maynard and Mr. Roman Jun Shaw to
          represent Goldman Sachs and DragonTech, respectively, and requested
          that such nominees be elected to the Company's board of directors and
          (ii) the holders of Ordinary Shares have nominated Mr. Zhang Weiguo,
          Mr. Ji Jingjia, Ms. Zhang Wei, and Mr. Wang Yichuan, and requested
          that such nominees be elected to the Company's board of directors. It
          is further noted that Mr. Zhang Weiguo, Mr. Ji Jingjia, Ms. Zhang Wei,
          and Mr. Wang Yichuan along with Mr. Shi Zhengrong will be designated
          the "Common Directors" and Mr. Jason E. Maynard and Mr. Roman Jun Shaw
          will be designated the "Series A Directors."

          It is resolved that Mr. Zhang Weiguo, Mr. Ji Jingjia, Ms. Zhang Wei,
          Mr. Wang Yichuan, Mr. Jason E. Maynard and Mr. Roman Jun Shaw are
          appointed as directors of the Company with immediate effect.

     (k)  any one Director be and is hereby authorised to approve any amendments
          to each of the documents referred to in this paragraph 4, such
          approval being conclusively evidenced by his signature on the relevant
          documents.


                                        ----------------------------------------
                                        Name: Zhengrong Shi
                                        Title: Director
                                        Date:
                                              ----------------------------------


                                       4-4
<PAGE>
                                   SCHEDULE 5

                          FORM OF AMENDED AND RESTATED
                    MEMORANDUM AND ARTICLES OF ASSOCIATION OF
                        SUNTECH POWER HOLDINGS CO., LTD.


                                       5-1
<PAGE>
                                   SCHEDULE 6

            FORM OF BOARD RESOLUTIONS OF POWER SOLAR SYSTEM CO., LTD.

                          POWER SOLAR SYSTEM CO., LTD.
                            (Incorporated In B.V.I.)

WRITTEN RESOLUTIONS OF ALL THE DIRECTORS OF THE COMPANY DATED [___] AUGUST 2005.

We, the undersigned, being all the directors of the Company HEREBY RESOLVE AS
FOLLOWS:

1.   DISCLOSURE OF INTERESTS

It is noted that the directors declared their interests in the matters referred
to herein that would require disclosure in accordance with the articles of
association of the Company.

2.   TRANSACTION DOCUMENTS

It is noted that the Company proposed to enter into a sale and purchase
agreement (the "SALE AND PURCHASE AGREEMENT"), pursuant to which the vendors of
shares of the Company named therein shall transfer their shares in the Company
to Suntech Power Holdings Co., Ltd. ("SUNTECH POWER") in exchange for shares in
Suntech Power to be issued to them by Suntech Power. It is noted that the draft
Sale and Purchase Agreement, attached hereto as Exhibit A, has been reviewed by
the directors and the terms thereof fully discussed.

It is also noted that Suntech Power and all parties to the share purchase
agreement and the right of first refusal and co-sale agreement ("SHARE PURCHASE
AGREEMENT AND RFR AGREEMENT") both dated 29 April 2005 proposed to enter into an
agreement for the transfer and assumption of obligations ("AGREEMENT FOR THE
TRANSFER AND ASSUMPTION OF OBLIGATIONS"), pursuant to which, (a) the Company
will assign all of its rights and obligations under the above Share Purchase
Agreement and RFR Agreement to Suntech Power, and (b) D&M Technologies Limited
will be added as a party to the Share Purchase Agreement and RFR Agreement and
references to the "Founder" therein shall refer to Mr. Shi Zhengrong and D&M
Technologies Limited, jointly and severally, with the consent of all the other
parties thereto. It is noted that the draft Agreement for the Transfer and
Assumption of Obligations, attached hereto as Exhibit B, has been reviewed by
the directors and the terms thereof fully discussed.

The Agreement for the Transfer and Assumption of Obligations and the Sale and
Purchase Agreement are herein collectively referred to as the "AGREEMENTS".

3.   RESOLUTIONS

     IT IS UNANIMOUSLY RESOLVED:

(i)  THAT the Agreements be and are hereby approved.

(ii) THAT any Director of the Company be and is hereby authorized to give, make,
     sign, execute (under hand, seal or as a deed) and deliver the Agreements
     and all such deeds, agreements, letters, notices, certificates,
     acknowledgements, receipts, authorizations, instructions, releases,
     waivers, proxies, appointments of agents for service of process and other
     documents (whether of a like nature or not) ("ANCILLARY DOCUMENTS") as may
     in the


                                       6-1
<PAGE>
     sole opinion and absolute discretion of any Director be considered
     necessary or desirable for the purpose of compliance with any condition
     precedent or the coming into effect of or otherwise giving effect to,
     consummating or completing or procuring the performance and completion of
     all or any of the transactions contemplated by or referred to in any of the
     Agreements and to do all other such acts and things as might in the sole
     opinion and absolute discretion of any Director be necessary or desirable
     for the purposes aforesaid.

(iii) THAT the Ancillary Documents be in such form as any Director of the
     Company shall in his absolute discretion and sole opinion approve, the
     signature of any such person on any of the Ancillary Documents being due
     evidence for all purposes of his approval of the terms thereof on behalf of
     the Company.

(iv) THAT the Agreements and Ancillary Documents (where required to be executed
     as deeds, under seal or as agreements under hand by the Company) be
     executed by the signature thereon of any Director of the Company or in such
     other manner as is permitted by the Articles of Association of the Company.

(v)  THAT all the Agreements and Ancillary Documents be valid, conclusive,
     binding on and enforceable against the Company when executed and delivered
     in manner aforesaid.

(vi) THAT each of the directors of the Company are hereby authorized and
     directed to take any and all other actions and to execute any other
     documents that they deem necessary or appropriate to carry out the intent
     of the foregoing resolutions, and all prior actions taken in connection
     therewith are hereby confirmed, ratified and approved.

(vii) THAT in accordance with the above resolutions the register of members of
     the Company be updated and a share certificate or certificates be issued to
     Suntech Power.


                                       6-2
<PAGE>
Dated [__] August 2005


-------------------------------------
Mr. Zhengrong Shi


-------------------------------------
Mr. Jingjia Ji


-------------------------------------
Mr. Jason E. Maynard


-------------------------------------
Mr. Roman Jun Shaw


-------------------------------------
Mr. Yichuan Wang


-------------------------------------
Ms. Wei Zhang


-------------------------------------
Mr Weiguo Zhang