Common use of Representations and Warranties of the Company and the Selling Shareholders Clause in Contracts

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-64834) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933 ("Act") and is not proposed to be amended or (B) may be proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement may be proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement on form S-3 (No. 333-6483436593) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933 1933, as amended ("Act") ), and is not proposed to be amended or (B) may be is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have has been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement may be proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant toinitial

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-64834148245) relating to the Offered Securities, including a form of prospectus, prospectus (the ‘‘initial registration statement’’) has been filed with the Securities and Exchange Commission ("the ‘‘Commission"’’) and either (A) has been declared effective under the Securities Act of 1933 1933, as amended ("the ‘‘Act"’’) and either (A) is not proposed to be amended or (B) may be is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either Either (A) an additional registration statement (the "‘‘additional registration statement"’’) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("‘‘Rule 462(b)"’’) under the Act (if available) and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement may be is proposed to be filed with the Commission pursuant to Rule 462(b) (if available) and will become effective upon filing pursuant toto such Rule, and upon such filing, the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) (‘‘Rule 462(c)’’) under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, ‘‘Effective Time’’ with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representative that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representative that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representative that it proposes to file one, ‘‘Effective Time’’ with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). ‘‘Effective Date’’ with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all material incorporated by reference therein and including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement (if any) pursuant to the General Instructions of the Form on which it is filed, is hereinafter referred to as the ‘‘Initial Registration Statement’’. The additional registration statement (if any), as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein, is hereinafter referred to as the ‘‘Additional Registration Statement’’. ‘‘Registration Statement’’ as of any time means the Initial Registration Statement and any Additional Registration Statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and any prospectus deemed or retroactively deemed to be a part thereof that has not been superseded or modified. ‘‘Registration Statement’’ without reference to a time means the Registration Statement as of the time of the first contract of sale for the Offered Securities, which time shall be considered the ‘‘effective time’’ of the Registration Statement. For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. ‘‘Statutory Prospectus’’ as of any time means the prospectus relating to the Offered Securities included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any basic prospectus deemed to be a part thereof that has not been superseded or modified. For purposes of this definition, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) (‘‘Rule 424(b)’’) under the Act. ‘‘Prospectus’’ means the Statutory Prospectus that discloses the public offering price and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows: (ia) A registration statement on Form S-1 (File No. 333-64834196935) relating with respect to the Offered Securities, including a form of prospectus, Shares has been filed prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission ("the “Commission"”) thereunder and either (A) has been declared effective under the Securities Act of 1933 ("Act") and is not proposed to be amended or (B) may be proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been filed with the Commission Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectus (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, as amended, together with any registration statement filed by the Company pursuant to Rule 462(b) ("under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 462(b)") 430A under the Act and, if so filedand contained in the Prospectus referred to below, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant and no post-effective amendment to the initial registration statement and, if applicable, Registration Statement has been filed as of the additional registration statement or (B) such an additional registration statement may be proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant todate of this Agreement. “

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants the Management Selling Shareholders jointly and severally represent and warrant to, and agrees agree with, the several Underwriters that: (i) A registration statement (No. 333-64834333- ) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933 ("Act") and is not proposed to be amended or (B) may be is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement may be is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant toto such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement on Form F-1 (No. 333-64834) relating to the Offered Securities129367), including a form of prospectus, relating to the registration of certain of the Ordinary Shares and the offering thereof in the form of the Offered ADSs, has been filed with the United States Securities and Exchange Commission (the "CommissionCOMMISSION") and either (A) has been declared effective under the Securities Act of 1933 1933, as amended (the "ActACT") ), and is not proposed to be amended or (B) may be is proposed to be amended by amendment or post-effective amendment; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. If such registration statement (the "initial registration statementINITIAL REGISTRATION STATEMENT") has been declared effective, either (A) an additional registration statement (the "additional registration statementADDITIONAL REGISTRATION STATEMENT") relating to certain of the Offered Securities Ordinary Shares may have been filed with the Commission pursuant to Rule 462(b) ("Rule RULE 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and such Ordinary Shares and the Offered Securities ADSs all have been duly registered under the Act pursuant to the initial registration statement statement, the ADS Registration Statement (as defined below) and, if applicable, the additional registration statement or (B) such an additional registration statement may be is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant toSuntech Power Holdings Co., Ltd. Underwriting Agreement

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters and the Selling Shareholders that: (i) A registration statement (No. 333-64834117233) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("CommissionCOMMISSION") and either (A) has been declared effective under the Securities Act of 1933 ("ActACT") and is not proposed to be amended or (B) may be is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statementINITIAL REGISTRATION STATEMENT") has been declared effective, either (A) an additional registration statement (the "additional registration statementADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule RULE 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement may be is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant toto such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("RULE 462(c)") under the Act or, in the case of the

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-6483484284) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933 ("Act") and is not proposed to be amended or (B) may be is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement may be is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant topursuant

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-6483435875) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933 1933, as amended ("Act") ), and is not proposed to be amended or (B) may be is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement may be proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to2

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-64834127819) relating to the Offered Securities, including a form of prospectus, has been filed with the United States Securities and Exchange Commission ("“Commission"”) and either (A) has been declared effective under the Securities Act of 1933 1933, as amended ("the “Act") ”), and is not proposed to be amended or (B) may be is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "“initial registration statement"”) has been declared effective, either (A) an additional registration statement (the "“additional registration statement"”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("“Rule 462(b)"”) under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement may be is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant toto such Rule and, upon such filing, the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement (No. 333-64834128250) relating to the Offered Securities, including a form of prospectus, has been filed with the United States Securities and Exchange Commission ("“Commission"”) and either (A) has been declared effective under the Securities Act of 1933 1933, as amended ("the “Act") ”), and is not proposed to be amended or (B) may be is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "“initial registration statement"”) has been declared effective, either (A) an additional registration statement (the "“additional registration statement"”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("“Rule 462(b)"”) under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement may be is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant toto such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend