The Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd.		The Buyer: China Sunergy (Nanjing) Co., Ltd.
Address: No. 6, Shuige Road, Economy and Technology Development Zone, Jiangning, Nanjing		Address: No. 123, West Focheng Road, Economy and Technology Development Zone, Jiangning, Nanjing

Tel.: 025-52095976		Tel.: 025-52766663
Fax: 025-52095953		Fax: 025-52766882

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.

No.

Product Name

Specification

& model

Unit

Quantity

(PCS)

Unit

Price(RMB/PC)

Total Price

(RMB)

Remarks

monocrystalline silicon wafer

S156

Piece

1,500,000

33.3

49,950,000

Tax included

monocrystalline silicon wafer

S125/D165

Piece

1,000,000

21.5

21,500,000

Tax included

multicrystalline silicon wafer

M156

Piece

1,500,000

29.1

43,650,000

Tax included

Total amount includes 17% valued-added tax (in words): Around RMB one hundred and fifteen million one hundred thousand (in number): RMB 115,100,000.00

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 by telegraphic transfer in accordance with the quantity of goods delivered by the Seller.

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 deliver goods in accordance with the delivery notice issued by the Buyer. Partial shipment is allowed. The Buyer shall pick up the delivered goods before 10 October 2010.

5.1 Packing shall meet the requirements of safe long-distance transportation. Any losses arising from improper packing shall be borne by the Seller.

6.1 The Buyer shall complete quantity and 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, but shall not exceed 1% of total price of the delayed goods.

7.4 If the Seller delays the delivery and fails to deliver goods within 7 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.

7.5 If the Buyer delays the payment, the Buyer shall pay to the Seller a default penalty of 0.05% of the total amount of the delayed payment per day, however such penalty shall not exceed 1% of the amount of the delayed payment.

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.

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

	Contract No.: NPM110002
	Signing Place: Jiangning District, Nanjing
	Signing Date: 2010.09.09