PROSPECTUS SUMMARY

      You should read the following summary together with the more detailed information regarding our company, the ADSs being sold in this offering, and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

Overview

      We are one of the leading solar energy companies in the world as measured by production output in 2004. Since we commenced business operations in May 2002, we have grown rapidly to become one of the world’s top 10 manufacturers of photovoltaic, or PV, cells in 2004, based on production output, according to the March 2005 issue of Photon International, a magazine covering the international PV industry. We design, develop, manufacture and market a variety of PV cells and modules, which are devices that convert sunlight into electricity through a process known as the photovoltaic effect. We also provide PV system integration services in China. Our products are used to provide reliable and environmentally friendly electric power for residential, commercial, industrial and public utility applications in various markets worldwide, including a number of European countries such as Germany and Spain, as well as China and the United States. We sell our products outside of China primarily through distributors and in China primarily to end users directly.

      We believe that we have been able to grow rapidly because of our ability to capitalize on the PV market’s demand for high efficiency products at the lowest possible cost per watt. Our strong research and development capabilities have enabled us to develop advanced process technologies and manufacture, cost-effectively and on a large scale, PV cells and modules with high conversion efficiencies, which measure the ability of PV products to convert sunlight into electricity. The average conversion efficiency rates of our monocrystalline and multicrystalline silicon PV cells reached 16.5% and 15.0% as of September 30, 2005, respectively. In comparison, according to a report published by the International Energy Agency in September 2004, the conversion efficiency rates of monocrystalline and multicrystaline silicon PV cells generally range between 12.0% and 17.0%, and between 11.0% and 16.0%, respectively.

      We believe our China-based design, development and manufacturing facilities provide us with several competitive advantages, including access to low-cost technical expertise, labor and facilities. We leverage our cost advantages by optimizing the balance between automation and manual operations in our manufacturing processes, which we believe lowers our operating costs and capital expenditures and enables us to expand our manufacturing capacity in a cost-effective manner.

      We have increased our manufacturing capacity by 12 times in less than three years. In August 2002, we completed our first PV cell manufacturing line with an annual manufacturing capacity of 10 megawatts, or MW. Through continuous technology innovation and capacity expansion, we have established five PV cell manufacturing lines with an aggregate capacity of 120 MW per year as of September 30, 2005. We plan to double our aggregate manufacturing capacity of PV cells by the end of 2006. We sold 0.9 MW, 6.4 MW, 29.5 MW and 41.3 MW of our products in 2002, 2003, 2004 and for the nine months ended September 30, 2005, respectively.

      Our net revenues increased from $3.0 million in 2002 to $13.9 million in 2003 and to $85.3 million in 2004, representing a compound annual growth rate, or CAGR, of 431.0% from 2002 to 2004. We have been profitable since 2003. Our net income amounted to $0.9 million in 2003 and $19.8 million in 2004, representing net margin of 6.7% and 23.2%, respectively. For the nine months ended September 30, 2005, our net revenues and net income amounted to $137.0 million and $20.1 million, respectively, representing increases of 187.6% and 129.2%, respectively, over the same period in 2004.

Industry Background

      The PV industry has experienced significant growth over the past decade. According to Solarbuzz, an independent solar energy research firm, the global PV market, as measured by annual PV system installations, increased from 254 MW in 2000 to 927 MW in 2004, representing a CAGR of 38.2%, while PV industry revenues grew from approximately $2.0 billion in 2000 to approximately $6.5 billion in 2004, representing a

CAGR of 34.3%. Despite the rapid growth, solar energy constitutes only a small fraction of the world’s energy output and still has significant growth potential. Solarbuzz projects that PV industry revenues will reach $9.9 billion by 2006 and $18.6 billion by 2010.

      We believe the following factors will continue to drive the demand in the global PV industry, including the demand for our products and services:

Our Competitive Strengths

      We believe that we are a leader in the global solar energy market as a result of the following competitive strengths:

Our Strategies

      Our objective is to be the global market leader for the development and manufacturing of PV products. We intend to grow our business by pursuing the following strategies:

Our Challenges

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

Corporate Structure

      Our predecessor company, Wuxi Suntech Power Co., Ltd., or Suntech China, was incorporated in January 2001 and commenced business operations in May 2002. To enable us to raise equity capital from investors outside of China, we established a holding company structure by incorporating Power Solar System Co., Ltd., or Suntech BVI, in the British Virgin Islands on January 11, 2005. Suntech BVI acquired all of the equity interests in Suntech China through a series of transactions that have been accounted for as a recapitalization. In anticipation of our initial public offering, we incorporated Suntech Power Holdings Co., Ltd., or Suntech, in the Cayman Islands as a listing vehicle on August 8, 2005. Suntech became our ultimate holding company when it issued shares to the existing shareholders of Suntech BVI on August 29, 2005 in exchange for all of the shares that these shareholders held in Suntech BVI. We conduct substantially all of our operations through Suntech China.

Corporate Information

      Our principal executive offices are located at 17-6 Changjiang South Road, New District, Wuxi, Jiangsu Province 214028, People’s Republic of China. Our telephone number at this address is (86) 510 534 5000 and our fax number is (86) 510 534 3049.

      Investor inquiries should be directed to us at the address and telephone number of our principal executive offices set forth above. Our website is www.suntech-power.com. The information contained on our website is not part of this prospectus. Our agent for service of process in the United States is CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011.

Conventions That Apply to This Prospectus

      Unless otherwise indicated, references in this prospectus to:

      Unless otherwise indicated, information in this prospectus assumes that the underwriters do not exercise their over-allotment option to purchase additional ADSs.

      This prospectus contains translations of certain Renminbi amounts into U.S. dollars at specified rates. All translations from Renminbi to U.S. dollars were made at the noon buying rate in The City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise stated, the translation of Renminbi into U.S. dollar has been made at the noon buying rate in effect on December 31, 2004, which was RMB8.2765 to $1.00. We make no representation that the Renminbi or dollar amounts referred to in this prospectus could have been or could be converted into dollars or Renminbi, as the case may be, at any particular rate or at all. See “Risk Factors— Risk Related to Doing Business in China— Fluctuation in the value of the Renminbi may have a material adverse effect on your investment.” On December 9, 2005, the noon buying rate was RMB8.0765 to $1.00.

THE OFFERING

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

      The following summary consolidated statement of operations data for the years ended December 31, 2002, 2003 and 2004 and the consolidated balance sheet data as of December 31, 2004 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following summary consolidated statement of operations data for the nine months ended September 30, 2004 and 2005 and the consolidated balance sheet data as of September 30, 2005 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited consolidated financial statements on the same basis as our audited consolidated financial statements. The unaudited financial information includes all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the periods presented. You should read the summary consolidated financial data in conjunction with those financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP. Our historical results do not necessarily indicate our results expected for any future periods.

      Suntech was incorporated in the Cayman Islands on August 8, 2005 as a holding company and became the parent company of Suntech BVI in late August 2005 in a reorganization of entities under common control in a manner similar to a pooling-of-interests. During April and May 2005, Suntech BVI entered into a series of transactions under which it acquired all of the outstanding equity interests in Suntech China, our operating entity. For accounting purposes, we have treated this series of transactions in April and May 2005 as a recapitalization because there was no control or collaborative group established. Accordingly, we have not applied purchase accounting to this series of transactions, and all of the assets and liabilities of Suntech China have been consolidated into Suntech at their historical amounts. As such, our historical financial and operating information for the years ended December 31, 2002, 2003 and 2004 is that of Suntech China for those periods.

      The following table presents a summary of our consolidated balance sheet data as of December 31, 2004 and September 30, 2005:

      The pro forma information below is illustrative only and the amounts representing cash and cash equivalents, total assets, total shareholders’ equity, and total liabilities and shareholders’ equity following the completion of this offering are subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.