The Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd.		Signing Place: Jiangning District, Nanjing
The Buyer: China Sunergy (Nanjing) Co., Ltd.		Signing Date: 2010.05.10

Through amicable consultation and in accordance with the Contract Law of the People’s Republic of China, the parties hereof agreed to enter into the following contractual terms for mutual compliance and performance.

From May 2010 to 31 May 2011, the Seller shall sell to the Buyer 3.2 million pieces of monocrystalline silicon wafers and 0.8 million pieces of multicrystalline silicon wafers each month (the price of wafers for May 2010 is indicated in the form below). The price of wafers shall be calculated based on the reference of the current market price of multicrystalline silicon materials and processing fees of crystal pulling and slicing. (The actual supply price from June 2010 to 31 May 2011 is to be negotiated and determined by the parties before the 25th day of the preceding month. The market price of multicrystalline silicon materials is to be confirmed in writing by the parties in form of supplementary contract according to the actual average supply price of other independent third party main suppliers).

No.

Product Name

Specification

& model

Unit

Quantity

(PCS/Month)

Unit

Price(RMB/PC)

Total Price

(RMB/Month)

Remarks

monocrystalline silicon wafer

S125/D165

Piece

2,000,000

17.20

34,400,000

Tax included (17%)

monocrystalline silicon wafer

S156/D200

Piece

1,200,000

28.3

33,960,000

Tax included (17%)

multicrystalline silicon wafer

M156

Piece

800,000

26.3

21,040,000

Tax included (17%)

Quality inspection of silicon wafers: the Buyer shall draw out 10% of silicon wafers on a random basis, through process optimization, put them into trial production. Both parties agree that the trial production report and the conclusion therein with regard to the 10% of silicon wafers issued by the Buyer shall be recognized as the binding evidence of the quality of the silicon wafers delivered.

3.1 The Buyer shall make payment to the bank account designated by the Seller in accordance with the quantity of goods in delivery notice issued by the Seller and the Seller shall deliver corresponding quantity of goods after receiving payment by the Buyer.

3.2 The Seller shall be responsible for providing the Buyer with full-amount invoices of 17% value-added tax (VAT) within one week after delivery of goods. If the Seller fails to provide the VAT invoices within thirty days or the Buyer suffers tax losses due to the Seller’s fault, the losses shall be borne by the Seller.

4.1 Term of delivery: The Seller shall make full delivery of goods scheduled to be delivered in each month before the end of that month. Until 31 May 2011, the Seller is scheduled to deliver to the Buyer 3.2 million pieces of monocrystalline silicon wafers and 0.8 million pieces of multicrystalline silicon wafers each month.

6.1 In case of any quality problem, the Buyer shall complete the appearance inspection in accordance with the standards stipulated hereunder and claim within ten days, and quality inspection and claim within fifteen days, after the arrival of the goods at the Buyer’s warehouse. The quality of goods delivered by the Seller shall be deemed qualified if the Buyer fails to claim within the said time limit.

7.1 If the products delivered by the Seller do not conform to this contract, the Buyer shall be entitled to choose payment refund or replacing of qualified goods. The Seller shall, within three days after receiving the Buyer’s written notice, make payment refund or replace qualified goods.

Both parties may also, through amicable negotiation, reach an agreement on price reduction for unqualified goods. If no agreement can be reached, the preceding stipulation shall apply.

7.2 If the Buyer claims for payment refund due to the unconformity of goods with this contract, the Seller shall pay to the Buyer, apart from the total price of returned goods, a penalty of 20% of the total price of returned goods.

7.3 If the Seller delays the delivery (whether due to replacement of delivered goods or not), the Seller shall pay to the Buyer a default penalty of 0.05% of the total price of the delayed goods per day.

7.4 If the Seller delays the delivery and fails to deliver goods within seven days after the agreed delivery date, it shall be deemed as unable to make delivery. Under the foregoing circumstance, the Buyer shall be entitled to terminate this contract by notice and this contract will be terminated upon the Seller’s receipt of written notice sent by the Buyer. Such notice shall be delivered either by facsimile or courier. In case of transmission by facsimile, the transmission shall be deemed delivered upon delivery; otherwise, notice sent by courier shall be deemed delivered five days after the date of posting.

The parties hereto and their respective employees, agents, representatives and counsels shall treat the terms and conditions under this contract and any of its supplementary agreements as business secrets and shall not disclose the information to any third party without consent of the other party. Otherwise, the defaulting party shall compensate the direct or indirect losses to the other party.

If any party fails to perform the contract due to any force majeure event, the affected party shall notify the other party in writing within seven days upon the occurrence of such event, and shall present written evidence issued by the relevant authority within fifteen days upon the end of such event. The affected party could be partially or wholly exempted from the liabilities in the light of the impact caused by such force majeure event. Where an event of force majeure occurs after the party’s delay in performance, the defaulting party shall not be exempted from its liabilities.

11.1 It shall be deemed as damage to the other party’s interest if any party and its staff directly or indirectly give, in the name of the company or an individual, a gift of money, valuables, securities or provide an improper interest in other forms to any employee of the other party, or if any party and its staff carries out a transaction similar to this contract, in the name of the company or an individual, with any employee of the other party or any third person introduced by such employee. The damaging party shall compensate the direct or indirect losses incurred by the damaged party for such reason, and shall be liable for the liquidated damages of 20% of the amount of this contract per breach (up to RMB 1,000,000).

If the Seller breaches the principle of honesty by providing to the Buyer false registration materials, false certificates of qualification or false information, or by hiding the truth to deceive the Buyer or the end user, it shall be liable for the liquidated damages of 20% of the amount of this contract (up to RMB 1,000,000). This Article shall not preclude the liabilities of breach undertaken by the Seller according to other provisions hereunder.

Any and all disputes arising from the validity, performance or interpretation of this contract shall first be resolved by the parties through amicable consultation. In case no settlement can been reached through consultation, the disputes shall be governed by the people’s court of first instance with jurisdiction where the Buyer is located. All related fees paid for litigation (including attorney fees, travel fees, evidence collection fees, notarization fees and litigation fees, etc) shall be borne by the losing party.

14.1 This contract shall take effect upon signature and seal by both parties. The printed text of the content hereof shall prevail. In case of any modification, the parties hereto shall confirm the modified text by signature and seal. In case the contract text covers more than one page, seal on the perforation shall be affixed to such pages.

14.2 This contract is in duplicate, with each party holding one counterpart respectively. The two counterparts shall have the same legal effect. The parties hereof shall send the original contract to each other within three working days of the date hereof. The fax copy shall have the same effect as the original.

14.3 Any matters not covered in this contract shall be negotiated by both parties and set forth in the supplementary agreements, which shall have the same legal effect as this contract.

As the parties hereto entered into the original purchase contract (no. CG120100184), through friendly negotiation, the parties conclude the below provisions as its supplementary contract:

No.	Product Name	Specification & model		Unit Price(RMB/PC)		Remarks
1	monocrystalline silicon wafer		S125/D165		17.20	Tax included (17%)
2	monocrystalline silicon wafer		S156/D200		28.3	Tax included (17%)
3	multicrystalline silicon wafer		M156		26.3	Tax included (17%)

3. This contract shall take effect upon signature and seal by both parties. This contract is in duplicate, with each party holding one counterpart respectively. The two counterparts shall have the same legal effect. The parties hereof shall send the original contract to each other within three working days of the date hereof.

Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd. /s/		Buyer: China Sunergy (Nanjing) Co., Ltd. /s/
Contact:		Contact:
Date:		Date:

Buyer: China Sunergy (Nanjing) Co., Ltd. /s/		Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd. /s/
Contact:		Contact:
Date:		Date:

The Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd.		Signing Place: Nanjing
The Buyer: China Sunergy (Nanjing) Co., Ltd.		Signing Date: 2010.05.31