SOLARFUN POWER HOLDINGS CO., LTD
 

As filed with the Securities and Exchange Commission on December 19, 2006
Registration No. 333-139258
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 2 to Form F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Solarfun Power Holdings Co., Ltd.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
         
Cayman Islands
(State or other jurisdiction of
incorporation or organization)
  3674
(Primary Standard Industrial
Classification Code Number)
  Not Applicable
(I.R.S. Employer
Identification Number)
666 Linyang Road
Qidong, Jiangsu Province 226200
People’s Republic of China
(86-513) 8330-7688
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
     
Alan Seem
Shearman & Sterling LLP
12th Floor East Tower, Twin Towers
B-12 Jianguomenwai Dajie
Beijing 100022, People’s Republic of China
(86-10) 5922-8000
  William Y. Chua
Sullivan & Cromwell LLP
28th Floor
Nine Queen’s Road Central
Hong Kong
(852) 2826-8688
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering.    o
CALCULATION OF REGISTRATION FEE
             
             
             
      Proposed Maximum Aggregate     Amount of
Title of Each Class of Securities to Be Registered     Offering Price(1)     Registration Fee
             
Ordinary shares, par value US$0.0001 per share(2)(3)
    US$186,300,000     US$19,934
             
             
(1)  Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
(2)  Includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and also includes ordinary shares that may be purchased by the underwriters pursuant to an option to purchase additional ADSs. The ordinary shares are not being registered for the purpose of sales outside the United States.
(3)  American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-139263). Each American depositary share represents five ordinary shares.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
 
 


 

Explanatory Note
The sole purpose of this amendment is to amend the exhibit index and to file exhibit 5.1 to the registration statement. No other changes have been made to the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note and Part II of the registration statement.


 

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
       Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. Our articles of association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own willful neglect or default.
       We will agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer. We are also in the process of subscribing for liability insurance on behalf of our directors and officers.
       Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7.     RECENT SALES OF UNREGISTERED SECURITIES.
       During the past three years, we have issued the following securities (including options to acquire our common shares). No underwriters were involved in these issuances. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering.
                                 
    Date of Sale or   Number of        
Purchaser   Issuance   Securities   Title of Securities   Consideration
                 
Yonghua Solar Power Investment Holding Ltd. 
    June 12, 2006       77,269,500       ordinary shares     77% equity interest in Linyang BVI
 
Yongliang Solar Power Investment Holding Ltd. 
    June 12, 2006       1,505,250       ordinary shares     1.5% equity interest in Linyang BVI
 
Yongqiang Solar Power Investment Holding Ltd. 
    June 12, 2006       1,505,250       ordinary shares     1.5% equity interest in Linyang BVI
 
WHF Investment Co., Ltd. 
    June 12, 2006       12,543,750       ordinary shares     12.5% equity interest in Linyang BVI
 
Yongfa Solar Power Investment Holding Ltd. 
    June 12, 2006       501,750       ordinary shares     0.5% equity interest in Linyang BVI
 
YongGuan Solar Power Investment Holding Ltd. 
    June 12, 2006       1,003,500       ordinary shares     1% equity interest in Linyang BVI

II-1


 

                                 
    Date of Sale or   Number of        
Purchaser   Issuance   Securities   Title of Securities   Consideration
                 
                              1% equity  
Forever-brightness Investments Limited
    June 12, 2006       1,003,500       ordinary shares     interest in Linyang BVI
 
Citigroup Venture Capital International Growth Partnership, L.P. 
  June 27, 2006 and August 2, 2006     37,761,742     series A convertible preference shares series A     US$25,128,740  
Citigroup Venture Capital International Co-investment, L.P. 
  June 27, 2006 and August 2, 2006 June 27, 2006 and August 2,     2,060,635     convertible preference shares series A convertible     US$1,371,260  
Hony Capital II L.P. 
  2006 June 27, 2006 and August 2,     14,050,537     preference shares series A convertible     US$9,350,000  
LC Fund III, L.P. 
  2006 June 27, 2006 and August 2,     10,519,118     preference shares series A convertible     US$7,000,000  
Mohamed Nasser Haram
  2006 June 27, 2006 and     112,705     preference shares series A convertible     US$75,000  
Rasheed Yar Khan
  August 2, 2006 June 27, 2006 and August 2,     112,705     preference shares series A convertible     US$75,000  
Good Energies Investments Limited
    2006       15,027,312       preference shares       US$10,000,000  
ITEM 8.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
       (a) Exhibits
         
Exhibit    
Number   Description of Document
     
  1 .1*   Form of Underwriting Agreement
  3 .1*   Memorandum and Articles of Association of the Registrant, as currently in effect.
  3 .2*   Form of Amended and Restated Memorandum and Articles of Association of the Registrant.
  4 .1*   Form of American Depositary Receipt (included in Exhibit 4.3).
  4 .2*   Registrant’s Specimen Certificate for ordinary shares.
  4 .3*   Form of Deposit Agreement, among the Registrant, the depositary and owners and holders of the American Depositary Shares.(1)
  4 .4*   Share Purchase Agreement, dated as of June 6, 2006, in respect of the issue of series A convertible preference shares of the Registrant.
  4 .5*   Shareholders Agreement, dated as of June 27, 2006, among the Registrant and other parties therein.
  4 .6*   Registration Rights Agreement, dated as of June 27, 2006, among the Registrant and other parties therein.
  4 .7*   Agreement Concerning the Limitations on Post-IPO Sale of Shares, dated June 20, 2006, among certain holders of ordinary shares.
  5 .1   Opinion of Maples and Calder, Cayman Islands counsel to the Registrant, regarding the validity of the ordinary shares being registered.
  8 .1*   Opinion of Maples and Calder regarding certain Cayman Islands tax matters (included in Exhibit 5.1)

II-2


 

         
Exhibit    
Number   Description of Document
     
  8 .2*   Opinion of Shearman & Sterling LLP, United States counsel to the Registrant, regarding certain U.S. tax matters.
  10 .1*   2006 Share Incentive Plan.
  10 .2*   Form of Employment Agreement between the Registrant and a Senior Executive Officer of the Registrant.
  10 .3*   Silicon Supply Agreement, dated as of November 11, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Jiangxi LDK Solar Hi-Tech Co., Ltd.
  10 .4*   Silicon Supply Cooperation Agreement, dated as of November 14, 2006, between Jiangsu Linyang Solarfun Co., Ltd and Jiangxi LDK Solar Hi-Tech Co., Ltd.
  10 .5*   Silicon Supply Agreement, dated as of July 6, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and ReneSola Co., Ltd.
  10 .6*   Silicon Supply Agreement, dated as of March 26, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and ReneSola Co., Ltd.
  10 .7*   Silicon Supply Agreement, dated as of October 8, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and E-mei Semiconductor Material Factory.
  10 .8*   Silicon Supply Agreement, dated as of June 2, 2006, and Amendments No. 1, No. 2 and No. 3 thereto, dated as of June 9, 2006, October 8, 2006 and November 17, 2006, respectively, between Jiangsu Linyang Solarfun Co., Ltd. and E-mei Semiconductor Material Factory.
  10 .9*   Sales Agreement, dated as of June 10, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Social Capital, S.L.
  10 .10*   Sales Contract, dated as of November 19, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Scatec AS
  10 .11*   Sales Contract, dated as of November 19, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Scatec AS
  10 .12*   Agreement of Transfer of Land Use Rights, dated as of April 8, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Qidong Huahong Electronics Co., Ltd.
  10 .13*   Summary of Share Transfer Agreements, dated May 27, 2006 and effective as of June 2, 2006, between Linyang Solar Power Investment Holding Ltd. and the shareholders of Jiangsu Linyang Solarfun Co., Ltd.
  10 .14*   Share Transfer Agreement, dated June 9, 2006, among Linyang Solar Power Investment Holding Ltd. and various other parties.
  10 .15*   Share Issue and Transfer Agreement, dated June 12, 2006, among Solarfun Power Holdings Co., Ltd., Linyang Solar Power Investment Holding Ltd. and various other parties.
  10 .16*   Deed of Share Transfer, effective as of July 15, 2006, among Linyang Solar Power Investment Holding Ltd. and various other parties.
  10 .17*   Management Consulting Service Agreement, dated as of November 18, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Hony Capital II, L.P.
  10 .18*   Bid Invitation and Letter of Acceptance for Shanghai Chongming Qianwei Village 960kW Solar PV Power Generation Model Project, dated September 28, 2006 and November 9, 2006, respectively.
  10 .19*   Letter of Acceptance for Suyuan Group 74kW On-Grid Application System Project, dated September 12, 2006.

II-3


 

         
Exhibit    
Number   Description of Document
     
  10 .20*   Contract between Jiangsu Linyang Solarfun Co., Ltd. and ISC Konstanz, dated September 5, 2006.
  10 .21*   Entrusted Loan Contract, dated as of October 13, 2006, among Jiangsu Linyang Electronics Co., Ltd., Bank of China Co., Ltd., Qidong Subbranch and Jiangsu Linyang Solarfun Co., Ltd.
  10 .22*   Entrusted Loan Contract, dated as of October 18, 2006, among Jiangsu Linyang Electronics Co., Ltd., Bank of China Co., Ltd., Qidong Subbranch and Jiangsu Linyang Solarfun Co., Ltd.
  10 .23*   Entrusted Loan Contract, dated as of October 25, 2006, among Jiangsu Linyang Electronics Co., Ltd., Bank of China Co., Ltd., Qidong Subbranch and Jiangsu Linyang Solarfun Co., Ltd.
  10 .24*   Entrusted Loan Contract, dated as of November 20, 2006, among Jiangsu Linyang Electronics Co., Ltd., Bank of China Co., Ltd., Qidong Subbranch and Jiangsu Linyang Solarfun Co., Ltd.
  10 .25*   Silicon Purchase Agreement, dated as of May 15, 2005, between Jiangsu Linyang Solarfun Co., Ltd. and Huaerli (Nantong) Electronics Co., Ltd.
  10 .26*   Silicon Purchase Agreement, dated as of January 12, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Huaerli (Nantong) Electronics Co., Ltd.
  10 .27*   Silicon Purchase Agreement, dated as of July 2, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Huaerli (Nantong) Electronics Co., Ltd.
  21 .1*   Subsidiaries of the Registrant.
  23 .1*   Consent of Ernst & Young Hua Ming, Independent Registered Public Accounting Firm.
  23 .2*   Consent of Maples and Calder (included in Exhibit 5.1).
  23 .3*   Consent of Shearman & Sterling LLP (included in Exhibit 8.2).
  23 .4*   Consent of Censere Holdings Limited, Independent Appraiser to the Registrant.
  23 .5*   Consent of Grandall Legal Group, PRC counsel to the Registrant.
  24 .1*   Powers of Attorney (included on signature page).
  99 .1*   Code of Business Conduct and Ethics of the Registrant.
 
 * Previously filed.
 
(1) Incorporated by reference to the Registration Statement on Form F-6 (file No. 333-139263) filed with the SEC with respect to American depositary shares representing ordinary shares.
       (b) Financial Statement Schedules
       Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
ITEM 9.  UNDERTAKINGS.
       The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

II-4


 

       Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
       The undersigned registrant hereby undertakes that:
         (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
 
         (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
         (3) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
         (4) For the purpose of determining any liability under the Securities Act of 1993 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
         i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
         ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
         iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
         iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-5


 

SIGNATURES
       Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on December 19, 2006.
  SOLARFUN POWER HOLDINGS CO., LTD.
  By:  /s/ Yonghua Lu
 
 
  Name: Yonghua Lu
  Title: Chairman and Chief Executive Officer
       Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
             
Signature   Title   Date
         
 
/s/ Yonghua Lu
 
Name: Yonghua Lu
  Chairman and Chief Executive Officer   December 19, 2006
 
/s/ *
 
Name: Hanfei Wang
  Director and Chief Operating Officer   December 19, 2006
 
/s/ *
 
Name: Timothy Chang
  Director   December 19, 2006
 
/s/ *
 
Name: Xihong Deng
  Director   December 19, 2006
 
/s/ *
 
Name: Sven Michael Hansen
  Director   December 19, 2006
 
/s/ *
 
Name: Terry McCarthy
  Independent Director   December 19, 2006
 
/s/ *
 
Name: Ernst A. Bütler
  Independent Director   December 19, 2006
 
/s/ *
 
Name: Thomas J. Toy
  Independent Director   December 19, 2006
 
/s/ *
 
Name: Kevin C. Wei
  Chief Financial Officer   December 19, 2006
 
/s/ *
 
Name: Ru Cai
  Principal Accounting Officer   December 19, 2006
 
*By: /s/ Yonghua Lu
 
Yonghua Lu
Attorney-in-Fact
       

II-6


 

Signature of Authorized Representative in the United States
      Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Solarfun Power Holdings Co., Ltd., has signed this registration statement or amendment thereto in Newark, Delaware, on December 19, 2006.
  Puglisi & Associates
  By:  /s/ Donald J. Puglisi
 
 
  Name: Donald J. Puglisi
  Title: Managing Director

II-7


 

SOLARFUN POWER HOLDINGS CO., LTD.
  EXHIBIT INDEX
         
Exhibit    
Number   Description of Document
     
  1 .1*   Form of Underwriting Agreement
  3 .1*   Memorandum and Articles of Association of the Registrant, as currently in effect.
  3 .2*   Form of Amended and Restated Memorandum and Articles of Association of the Registrant.
  4 .1*   Form of American Depositary Receipt (included in Exhibit 4.3).
  4 .2*   Registrant’s Specimen Certificate for ordinary shares.
  4 .3*   Form of Deposit Agreement, among the Registrant, the depositary and owners and holders of the American Depositary Shares.(1)
  4 .4*   Share Purchase Agreement, dated as of June 6, 2006, in respect of the issue of series A convertible preference shares of the Registrant.
  4 .5*   Shareholders Agreement, dated as of June 27, 2006, among the Registrant and other parties therein.
  4 .6*   Registration Rights Agreement, dated as of June 27, 2006, among the Registrant and other parties therein.
  4 .7*   Agreement Concerning the Limitations on Post-IPO Sale of Shares, dated June 20, 2006, among certain holders of ordinary shares.
  5 .1   Opinion of Maples and Calder, Cayman Islands counsel to the Registrant, regarding the validity of the ordinary shares being registered.
  8 .1*   Opinion of Maples and Calder regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
  8 .2*   Opinion of Shearman & Sterling LLP, United States counsel to the Registrant, regarding certain U.S. tax matters.
  10 .1*   2006 Share Incentive Plan.
  10 .2*   Form of Employment Agreement between the Registrant and a Senior Executive Officer of the Registrant.
  10 .3*   Silicon Supply Agreement, dated as of November 11, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Jiangxi LDK Solar Hi-Tech Co., Ltd.
  10 .4*   Silicon Supply Cooperation Agreement, dated as of November 14, 2006, between Jiangsu Linyang Solarfun Co., Ltd and Jiangxi LDK Solar Hi-Tech Co., Ltd.
  10 .5*   Silicon Supply Agreement, dated as of July 6, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and ReneSola Co., Ltd.
  10 .6*   Silicon Supply Agreement, dated as of March 26, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and ReneSola Co., Ltd.
  10 .7*   Silicon Supply Agreement, dated as of October 8, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and E-mei Semiconductor Material Factory.
  10 .8*   Silicon Supply Agreement, dated as of June 2, 2006, and Amendments No. 1, No. 2 and No. 3 thereto, dated as of June 9, 2006, October 8, 2006 and November 17, 2006, respectively, between Jiangsu Linyang Solarfun Co., Ltd. and E-mei Semiconductor Material Factory.
  10 .9*   Sales Agreement, dated as of June 10, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Social Capital, S.L.
  10 .10*   Sales Contract, dated as of November 19, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Scatec AS


 

         
Exhibit    
Number   Description of Document
     
  10 .11*   Sales Contract, dated as of November 19, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Scatec AS
  10 .12*   Agreement of Transfer of Land Use Rights, dated as of April 8, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Qidong Huahong Electronics Co., Ltd.
  10 .13*   Summary of Share Transfer Agreements, dated May 27, 2006 and effective as of June 2, 2006, between Linyang Solar Power Investment Holding Ltd. and the shareholders of Jiangsu Linyang Solarfun Co., Ltd.
  10 .14*   Share Transfer Agreement, dated June 9, 2006, among Linyang Solar Power Investment Holding Ltd. and various other parties.
  10 .15*   Share Issue and Transfer Agreement, dated June 12, 2006, among Solarfun Power Holdings Co., Ltd., Linyang Solar Power Investment Holding Ltd. and various other parties.
  10 .16*   Deed of Share Transfer, effective as of July 15, 2006, among Linyang Solar Power Investment Holding Ltd. and various other parties.
  10 .17*   Management Consulting Service Agreement, dated as of November 18, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Hony Capital II, L.P.
  10 .18*   Bid Invitation and Letter of Acceptance for Shanghai Chongming Qianwei Village 960kW Solar PV Power Generation Model Project, dated September 28, 2006 and November 9, 2006, respectively.
  10 .19*   Letter of Acceptance for Suyuan Group 74kW On-Grid Application System Project, dated September 12, 2006.
  10 .20*   Contract between Jiangsu Linyang Solarfun Co., Ltd. and ISC Konstanz, dated September 5, 2006.
  10 .21*   Entrusted Loan Contract, dated as of October 13, 2006, among Jiangsu Linyang Electronics Co., Ltd., Bank of China Co., Ltd., Qidong Subbranch and Jiangsu Linyang Solarfun Co., Ltd.
  10 .22*   Entrusted Loan Contract, dated as of October 18, 2006, among Jiangsu Linyang Electronics Co., Ltd., Bank of China Co., Ltd., Qidong Subbranch and Jiangsu Linyang Solarfun Co., Ltd.
  10 .23*   Entrusted Loan Contract, dated as of October 25, 2006, among Jiangsu Linyang Electronics Co., Ltd., Bank of China Co., Ltd., Qidong Subbranch and Jiangsu Linyang Solarfun Co., Ltd.
  10 .24*   Entrusted Loan Contract, dated as of November 20, 2006, among Jiangsu Linyang Electronics Co., Ltd., Bank of China Co., Ltd., Qidong Subbranch and Jiangsu Linyang Solarfun Co., Ltd.
  10 .25*   Silicon Purchase Agreement, dated as of May 15, 2005, between Jiangsu Linyang Solarfun Co., Ltd. and Huaerli (Nantong) Electronics Co., Ltd.
  10 .26*   Silicon Purchase Agreement, dated as of January 12, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Huaerli (Nantong) Electronics Co., Ltd.
  10 .27*   Silicon Purchase Agreement, dated as of July 2, 2006, between Jiangsu Linyang Solarfun Co., Ltd. and Huaerli (Nantong) Electronics Co., Ltd.
  21 .1*   Subsidiaries of the Registrant.
  23 .1*   Consent of Ernst & Young Hua Ming, Independent Registered Public Accounting Firm.
  23 .2*   Consent of Maples and Calder (included in Exhibit 5.1).
  23 .3*   Consent of Shearman & Sterling LLP (included in Exhibit 8.2).
  23 .4*   Consent of Censere Holdings Limited, Independent Appraiser to the Registrant.
  23 .5*   Consent of Grandall Legal Group, PRC counsel to the Registrant.


 

         
Exhibit    
Number   Description of Document
     
  24 .1*   Powers of Attorney (included on signature page).
  99 .1*   Code of Business Conduct and Ethics of the Registrant.
 
 *  Previously filed.
 
(1)  Incorporated by reference to the Registration Statement on Form F-6 (file No. 333-139263) filed with the SEC with respect to American depositary shares representing ordinary shares.
<PAGE>
                                                                     Exhibit 5.1



Our ref       RJT/620011/519921/v3
Your ref


Solarfun Power Holdings Co., Ltd.      Direct: +852 2971 3007
666 Linyang Road                       Mobile: +852 9020 8007
Qidong, Jiangsu Province 226200        E-mail: richard.thorp@maplesandcalder.com
People's Republic of China


                                                                19 December 2006


Dear Sirs

SOLARFUN POWER HOLDINGS CO., LTD.

We have acted as Cayman Islands legal advisers to Solarfun Power Holdings Co.,
Ltd. (the "COMPANY") in connection with the Company's registration statement on
Form F-1, including all amendments or supplements thereto (the "REGISTRATION
STATEMENT"), originally filed on 11 December 2006 with the Securities and
Exchange Commission under the U.S. Securities Act of 1933, as amended to date
relating to the offering by the Company and the sale by the selling shareholders
(the "SELLING SHAREHOLDERS") of certain American Depositary Shares representing
the Company's Ordinary Shares of par value US$0.0001 each (the "ORDINARY
SHARES"). We are furnishing this opinion as Exhibit 5.1 to the Registration
Statement.

1    DOCUMENTS REVIEWED

For the purposes of this opinion, we have reviewed only originals, copies or
final drafts of the following documents and such other documents as we have
deemed necessary:

1.1   the Certificate of Incorporation
 dated 12 May 2006, and the Memorandum and
      Articles of Association of the Company as adopted by special resolution on
      27 June 2006 and amended on 16 November 2006 (the "MEMORANDUM AND ARTICLES
      OF ASSOCIATION");

1.2   the register of members of the Company;

1.3   the written resolutions of the board of Directors dated 4 December 2006
      and 8 December 2006;


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1.4   the written resolutions of the shareholders of the Company dated 27 June
      2006 and dated 16 November 2006;

1.5   a certificate from a Director of the Company addressed to this firm dated
      12 December 2006, a copy of which is attached hereto (the "DIRECTOR'S
      CERTIFICATE");

1.6   a certificate of good standing issued by the Registrar of Companies (the
      "CERTIFICATE OF GOOD STANDING"); and

1.7   the Registration Statement.

2    ASSUMPTIONS

Save as aforesaid we have not been instructed to undertake and have not
undertaken any further enquiry or due diligence in relation to the transaction
the subject of this opinion. The following opinions are given only as to and
based on circumstances and matters of fact existing at the date hereof and of
which we are aware consequent upon the instructions we have received in relation
to the matter the subject of this opinion and as to the laws of the Cayman
Islands as the same are in force at the date hereof. In giving this opinion, we
have relied upon the completeness and accuracy (and assumed the continuing
completeness and accuracy as at the date hereof) of the Director's Certificate
as to matters of fact and the Certificate of Good Standing without further
verification and have relied upon the following assumptions, which we have not
independently verified:

(i)   Copy documents or drafts of documents provided to us are true and complete
      copies of, or in the final forms of, the originals.

(ii)  The genuineness of all signatures and seals.

3    OPINION

The following opinions are given only as to matters of Cayman Islands law.

Based upon the foregoing and subject to the qualifications set out below and
having regard to such legal considerations as we deem relevant, we are of the
opinion that:

3.1   The Company has been duly incorporated as an exempted company with limited
      liability for an unlimited duration and is validly existing under the laws
      of the Cayman Islands.

3.2   The authorised share capital of the Company is US$50,000 divided into
      500,000,000 shares of par value US$0.0001 each, including 400,000,000
      Ordinary Shares and 100,000,000 series A convertible preference shares.

3.3   The issue and allotment of the Ordinary Shares has been duly authorised.
      When allotted, issued and paid for as contemplated in the Registration
      Statement and registered in the register of members (shareholders), the
      Ordinary Shares will be legally issued and allotted, fully paid and
      non-assessable.

3.4.  Ordinary Shares to be sold by the Selling Shareholders have been legally
      and validly issued as fully paid and non-assessable.


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4    QUALIFICATIONS

Except as specifically stated herein, we make no comment with respect to any
representations and warranties which may be made by or with respect to the
Company in the Registration Statement or otherwise with respect to the
commercial terms of the transactions the subject of this opinion.

We hereby consent to the use of this opinion in, and the filing hereof as an
Exhibit to, the Registration Statement and to the reference to our name under
the headings "Enforceability of Civil Liabilities" and "Taxation" and elsewhere
in the prospectus included in the Registration Statement. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the U.S. Securities Act of 1933, as
amended, or the Rules and Regulations of the Commission thereunder. To the
extent that the discussion under the heading "Taxation" in the Registration
Statement relates to matters of Cayman Islands tax law, it represents our
opinion.


Yours faithfully


/s/ Maples and Calder


MAPLES AND CALDER





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                        SOLARFUN POWER HOLDINGS CO., LTD.
                           PO Box 309GT, Ugland House
                        South Church Street, George Town
                          Grand Cayman, Cayman Islands


                                                                12 December 2006


To:      Maples and Calder
         1504 One International Finance Centre
         1 Harbour View Street
         Hong Kong


Dear Sirs,

SOLARFUN POWER HOLDINGS CO., LTD. (THE "COMPANY")

I, being a director of the Company, am aware that you are being asked to provide
a legal opinion (the "OPINION") in relation to certain aspects of Cayman Islands
law. Capitalised terms used in this certificate have the meaning given to them
in the Opinion. I hereby certify that:

1    The memorandum and articles of association of the Company as adopted by
     special resolution passed on 27 June 2006 and as amended on 16 November
     2006 remain in full force and effect and are otherwise unamended.

2    The written resolutions (the "RESOLUTIONS") of the board of directors dated
     4 December 2006 and 8 December 2006 were signed by all the directors in the
     manner prescribed in the articles of association of the Company.

3    The authorised share capital of the Company is US$50,000 being the
     aggregate of (i) 400,000,000 voting Ordinary Shares each with a par value
     of US$0.0001 and (ii) 100,000,000 voting convertible Series A Preference
     Shares each with a par value of US$0.0001.

4    The shareholders of the Company have not restricted or limited the powers
     of the directors in any way. There is no contractual or other prohibition
     (other than as arising under Cayman Islands law) binding on the Company
     prohibiting it from issuing and allotting the Ordinary Shares.

5    The Resolutions were duly adopted, are in full force and effect at the date
     hereof and have not been amended, varied or revoked in any respect.

6    The directors of the Company at the date of Resolutions and at the date
     hereof were and are as follows:


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                                   Lu Yonghua
                                   Hanfei Wang
                                  Timothy Chang
                                   Xihong Deng
                                   Sven Hansen
                                 Terry McCarthy
                                   Thomas Toy
                                  Ernst Butler

7    The minute book and corporate records of the Company as maintained at its
     registered office in the Cayman Islands and made available to you are
     complete and accurate in all material respects, and all minutes and
     resolutions filed therein represent a complete and accurate record of all
     meetings of the shareholders and directors (or any committee thereof) (duly
     convened in accordance with the Articles of Association of the Company) and
     all resolutions passed at the meetings, or passed by written consent as the
     case may be

8    The entry by the Company into the transactions contemplated by the
     resolutions set forth in the Resolutions does not and will not infringe the
     terms of, or constitute a default under, any trust deed, agreement or other
     instrument or obligation to which the Company is a party or by which the
     Company or any part of its undertaking, assets, property or revenues is
     bound.

9    To the best of my knowledge and belief, having made due inquiry, the
     Company is not the subject of legal, arbitral, administrative or other
     proceedings in any jurisdiction. Nor have the directors or shareholders
     taken any steps to have the Company struck off or placed in liquidation,
     nor have any steps been taken to wind up the Company. Nor has any receiver
     been appointed over any of the Company's property or assets.

I confirm that you may continue to rely on this Certificate as being true and
correct on the day that you issue the Opinion unless I shall have previously
notified you personally (Attn: Mr. Richard Thorp) to the contrary.




                                    Signature:   /s/ Yonghua Lu
                                                 ______________________________
                                                 Name:LU, Yonghua
                                                 Director

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