China Sunergy Co., Ltd. (CSUN)

20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filed on 06/09/2008 Filed Period 12/31/2007

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

FORM 20-F

(Mark One) ¨ Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 or

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2007. or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to or

¨ Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of event requiring this shell company report Commission file number: 001-33433

CHINA SUNERGY CO., LTD. (Exact name of Registrant as specified in its charter)

N/A (Translation of Registrant's name into English)

Cayman Islands (Jurisdiction of incorporation or organization)

No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing, Jiangsu 211100, People's Republic of China (Address of principal executive offices)

Ruennsheng Allen Wang, (86 25) 5276 6890, [email protected], No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing, Jiangsu 211100, People's Republic of China (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered American Depositary Shares, each representing Nasdaq Global Market six ordinary shares, par value US$0.0001 per share

Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class)

Indicate the number of outstanding shares of each of the Issuer's classes of capital or common stock as of the close of the period covered by the annual report. 237,332,777 ordinary shares, par value US$0.0001 per share, as of December 31, 2007. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Indicate by check mark which basis of accounting the registrant has been to prepare the financial statements included in this filing:

U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ Other ¨ Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ¨ Item 18 x If "other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

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INTRODUCTION 1 I. PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 28 ITEM 4A. UNRESOLVED STAFF COMMENTS 40 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 40 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 60 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 69 ITEM 8. FINANCIAL INFORMATION 75 ITEM 9. THE OFFER AND LISTING 76 ITEM 10. ADDITIONAL INFORMATION 77 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 83 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 84 II. PART II 85 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 85 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 85 ITEM 15. CONTROLS AND PROCEDURES 85 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 86 ITEM 16B. CODE OF ETHICS 86 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 86 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 87 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 87 III. PART III 88 ITEM 17. FINANCIAL STATEMENTS 88 ITEM 18. FINANCIAL STATEMENTS 88 ITEM 19. EXHIBITS 88

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INTRODUCTION

In this annual report, except where the context otherwise requires and for purposes of this annual report only:

• "we," "us," "our company," "our," "Sunergy" and "China Sunergy" refer to China Sunergy Co., Ltd., its predecessor entities and its subsidiaries;

• "shares" or "ordinary shares" refers to our ordinary shares, "ADSs" refers to our American depositary shares, each of which represents six ordinary shares, and "ADRs" refers to the American depositary receipts that evidence our ADSs;

• "China" or "PRC" refers to the People's Republic of China, excluding, for the purposes of this report, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan;

• "RMB" or "Renminbi" refers to the legal currency of China; "$" or "U.S. dollars" refers to the legal currency of the United States; and "Euro" or "€" refers to the legal currency of the European Union;

• "original equipment manufacturing" or "OEM" refers to arrangements under which we process silicon wafers provided by our customers into solar cells and charge processing fees from these customers;

• "passivated emitter and rear cell" refers to a solar cell which uses oxide on its front and rear surfaces, and of which the rear surface is contacted by metal only at certain regions;

• "selective emitter cell" refers to a solar cell where the regions under the front metal contact and the rest of the front surface areas are separately diffused and optimized; and

• when calculating our manufacturing or production capacity of solar cells, we have assumed that all production will be done using 156-millimeter monocrystalline silicon wafers, even though we currently use and expect to continue to use a mixture of monocrystalline and multicrystalline silicon wafers, each in sizes of 125-millimeter and 156-millimeter; to the extent we use smaller wafers or multicrystalline wafers, our actual production will be less than our capacity.

Our financial statements are expressed in the U.S. dollar, which is our reporting and functional currency. However, a majority of the revenues and expenses of our consolidated operating subsidiary is denominated in Renminbi. With respect to amounts not recorded in our consolidated financial statements included elsewhere in this report, 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 noted, all translations from Renminbi to U.S. dollars have been made at a rate of RMB7.2946 to US$1.00, the noon buying rate in effect as of December 31, 2007. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted to U.S. dollars or Renminbi, at any particular rate, or at all. On June 5, 2008 the noon buying rate was RMB6.9460 to US$1.00.

This annual report on Form 20-F includes our audited consolidated statements of operations for the years ended December 31, 2005, 2006 and 2007, and consolidated balance sheets as of December 31, 2005, 2006 and 2007.

We completed our initial public offering of 9,775,000 ADSs on May 22, 2007. On May 17, 2007, we listed our ADSs on the Nasdaq Global Market, or Nasdaq, under the symbol "CSUN."

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FORWARD-LOOKING INFORMATION

This annual report on Form 20-F contains statements of a forward-looking nature. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward- looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we "believe," "expect" or "anticipate" will occur, and other similar statements), you must remember that our expectations may not be correct, even though we believe that they are reasonable.

Whether actual results will conform with our expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond our control, and reflect future business decisions that are subject to change. Some of the assumptions, future results and levels of performance expressed or implied in the forward-looking statements we make inevitably will not materialize, and unanticipated events may occur which will affect our results.

We would like to caution you not to place undue reliance on forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in Item 3 of this annual report, "Key Information—Risk Factors." We do not undertake any obligation to update or revise the forward- looking statements except as required under applicable law.

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I. PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data The following table presents selected consolidated financial information for our company. You should read the following information in conjunction with Item 5, "Operating and Financial Review and Prospects," below. The selected consolidated statement of operations data for the three years ended December 31, 2005, 2006 and 2007 and the selected consolidated balance sheet data as of December 31, 2005, 2006 and 2007 have been derived from our audited consolidated financial statements and should be read in conjunction with those statements, which are included in this annual report beginning on page F-1. Our selected consolidated statement of operations data for the period from August 2, 2004 to December 31, 2004 and the selected consolidated balance sheet data as of December 31, 2004, have been derived from audited consolidated financial statements which are not included in this annual report. Our audited consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP.

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For the Period For the Year Ended December 31, from

August 2, 2004

to December 31, 2004 2005 2006 2007 (in thousands, except share, per share, operating data and percentages) Consolidated Statement of Operations Data Net revenues — $ 13,750 $ 149,521 $ 234,908 Cost of revenues — (11,796) (122,889) (216,881)

Gross profit — 1,954 26,632 18,027

Operating expenses: Selling expenses — (38) (1,014) (1,644) General and administrative expenses $ (953)(1) (1,584) (9,901)(2) (13,664) Research and development expenses — (49) (546) (2,555)

Total operating expenses (953)(1) (1,671) (11,461)(2) (17,863) Income (loss) income from operations (953) 283 15,171 164 Net income (loss) (959) (307) 11,814 (4,855) Dividend on Series A redeemable convertible preferred shares — — (13,377)(3) (155) Dividend on Series B redeemable convertible preferred shares — — (28,552)(4) (330) Dividend on Series C redeemable convertible preferred shares — — (7,097)(5) (233)

Net loss attributable to holders of ordinary shares $ (959) $ (307) $ (37,212) $ (5,573)

Net loss per share —Basic $ (0.01) $ (0.00) $ (0.36) $ (0.04) —Diluted $ (0.01) $ (0.00) $ (0.36) $ (0.04) Shares used in computation —Basic 108,000,000 108,000,000 103,583,178 185,165,757 —Diluted 108,000,000 108,000,000 103,583,178 185,165,757 Other Consolidated Financial Data Gross margin — 14.2% 17.8% 7.7% Consolidated Operating Data Solar cells sold (in megawatts, or MW) — 4.4 46.4 70.0 Average selling price (in $ per watt) — $ 3.10 $ 3.22 $ 2.92

(1) Included a non-cash charge of $0.8 million relating to forgiveness of shareholder receivables from certain of our directors and executive officers.

(2) Included a non-cash charge of $3.7 million relating to the excess distribution to our president and a non-cash charge of $0.5 million relating to forgiveness of shareholder receivables from certain of our directors and executive officers.

(3) Included a one-time beneficial conversion feature of $13,110,400.

(4) Included a one-time beneficial conversion feature of $27,999,948.

(5) Included a one-time beneficial conversion feature of $6,941,170.

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As of December 31, 2004 2005 2006 2007 (in thousands) Consolidated Balance Sheet Data Cash and cash equivalents $ 1,032 $ 2,765 $ 14,750 $ 60,458 Restricted cash 2,016 21,959 4,952 23,473 Inventories 30 6,647 44,331 56,092 Accounts receivable, net — 1,705 43,048 26,817 Advances to suppliers — 17,408 26,281 79,912 Amounts due from related parties 2,256 14,104 1,977 2,112 Prepaid expenses and other current assets 12 281 1,082 16,316 Total current assets 5,346 64,870 136,421 265,708 Property, plant and equipment, net 2,290 13,414 38,730 52,929 Total assets 8,602 79,307 176,327 321,144 Short-term borrowings — 21,685 69,263 121,841 Current portion of long-term borrowings — — 8,674 — Accounts payable 721 3,216 11,845 7,157 Advances from customers — 11,132 950 4,893 Amounts due to related parties 2,335 28,437 4 8 Total current liabilities 3,114 65,393 92,104 136,243 Long-term borrowings 1,812 8,674 — — Series A redeemable convertible preferred shares — — 13,228 — Series B redeemable convertible preferred shares — — 28,502 — Series C redeemable convertible preferred shares — — 20,056 — Additional paid-in capital 9,450 9,450 20,145 178,361 Subscription receivable (5,298) (3,052) — — Total shareholders' equity 3,193 5,240 22,280 183,848 Total liabilities, mezzanine equity and shareholders' equity 8,602 79,307 176,327 321,144

Exchange Rate Information This annual report contains translations of certain Renminbi amounts into U.S. dollars at the rate of RMB7.2946 to $1.00, the noon buying rate in effect on December 31, 2007 in New York City for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York. We make no representation that the Renminbi or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. See Item 3, "Key Information—Risk Factors—Risks Related to Doing Business in China— Fluctuation in the value of the Renminbi may have a material adverse effect on your investment" for discussions of the effects of fluctuating exchange rates. On June 5, 2008, the noon buying rate was RMB6.9460 to $1.00.

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The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our periodic reports or any other information to be provided to you. The source of these rates is the Federal Reserve Bank of New York.

Noon Buying Rate Period Period End Average(1) Low High (RMB per US$1.00) 2003 8.2767 8.2772 8.2800 8.2765 2004 8.2765 8.2768 8.2771 8.2765 2005 8.0702 8.1826 8.2765 8.0702 2006 7.8041 7.9723 8.0702 7.8041 2007 7.2946 7.5806 7.8127 7.2946 December 2007 7.2946 7.3682 7.4120 7.2946 January 2008 7.1818 7.2405 7.2946 7.1818 February 2008 7.1115 7.1644 7.1973 7.1100 March 2008 7.0120 7.0722 7.1110 7.0105 April 2008 6.9870 6.9997 7.0185 6.9840 May 2008 6.9400 6.9725 7.000 6.9377 June 2008 (through June 5, 2008) 6.9460 6.9440 6.9633 6.9325

(1) Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period.

B. Capitalization and Indebtedness Not Applicable.

C. Reasons for the Offer and Use of Proceeds Not Applicable.

D. Risk Factors Risks Related to Our Company and Our Industry Our limited operating history may not serve as an adequate measure of our future prospects and results of operations. Our limited operating history may not provide a meaningful basis for evaluating our business, financial performance and prospects. We completed our first solar cell manufacturing line in June 2005 and began commercial shipment of solar cells in August 2005. Relative to the solar power industry as a whole, we have sold only a limited number of solar cells and have recognized limited revenues from sales of our solar cells. In line with the rapid growth of the solar power industry, we have experienced a high growth rate since we began commercial shipment of solar cells. Our net revenues increased from $149.5 million in 2006 to $234.9 million in 2007. We may not be able to achieve similar growth, or any growth, in future periods. In addition, our future success will require us to continue to expand our manufacturing capacity and total output significantly beyond current levels. We may not be able to achieve or maintain satisfactory manufacturing yields or conversion efficiencies, which measure the ability of solar power products to convert sunlight into electricity, following the expansion of our operations. Accordingly, you should not rely on our results of operations for any prior periods as an indication of our future performance. You should consider our business and prospects in light of the risks, expenses and challenges that we face as an early-stage company seeking to develop and manufacture new products in a rapidly evolving market.

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We have incurred losses in certain periods and may incur losses in the future. We incurred net losses of $0.3 million and $4.9 million in 2005 and 2007, respectively. We cannot assure you that we will not incur net losses in the future or that there will not be any earnings or revenue declines in any future periods. We expect our costs and expenses to increase as we expand our operations. Our ability to achieve and maintain profitability depends on, among others, the growth rate of the solar power market, the continued global market acceptance of solar power products in general and our existing and future products in particular, our ability to secure quality raw materials, primarily silicon wafers, the pricing trend of solar power products, the competitiveness of our products as well as our ability to provide new products to meet the demands of our customers, our ability to achieve our manufacturing expansion plans and our ability to control our costs and expenses. We may not be able to achieve or sustain profitability on a quarterly or annual basis.

The current industry-wide shortage of silicon raw materials may constrain our revenue growth and decrease our gross margins and profitability. Polysilicon is an essential raw material in our production of solar cells, and is also used in the semiconductor industry. Polysilicon is created by refining quartz sand. In order to manufacture solar cells, polysilicon is melted and processed into crystalline silicon ingots, which are then sliced into wafers. We primarily purchase wafers from third-party suppliers to manufacture our solar cells. We also procure polysilicon, silicon ingots and other silicon-based raw materials from various suppliers, and outsource the production of silicon wafers from these raw materials under toll manufacturing arrangements with third parties. Toll manufacturing is a type of contract manufacturing frequently used in the solar power industry, in which part of the manufacturing process is outsourced to qualified third parties, or toll manufacturers. The raw materials used by toll manufacturers are usually supplied by the originating company. Sometimes, we also sell polysilicon raw materials to wafer manufacturers and purchase silicon wafers from them under buy-and-sell arrangements. In order to meet a portion of our raw material requirements, we also enter into buy-and-sell arrangements with some of our customers, under which we secure silicon wafers from some of our customers, and sell solar cells to them in return. The procurement costs of silicon wafers and other silicon-based raw materials have accounted for a substantial majority of our cost of revenues since we began our commercial production of solar cells in August 2005. In contrast to some of our vertically integrated competitors that can obtain polysilicon supplies internally below market price, we do not have, and will not in the foreseeable future establish, any polysilicon or wafer manufacturing facilities.

The global supply of polysilicon is controlled by a limited number of producers and there is currently an industry-wide shortage of polysilicon due to the growing demand for solar power products and the continuing expansion of the semiconductor industry. According to Solarbuzz LLC, or Solarbuzz, an independent solar energy research firm, the average long-term supply contract price of polysilicon is expected to increase from $60-$65 per kilogram in 2007 to $65-$75 per kilogram in 2008. In addition, according to Solarbuzz, spot prices for polysilicon were, in some cases, as high as $400 per kilogram in 2007. Increases in the price of polysilicon have resulted in increases in the price of wafers. These increases in the price of silicon raw materials have in the past increased our production costs and may continue to impact our cost of revenues and net income. Partially as a result of such increases, our gross margin decreased significantly from 17.8% in 2006 to 7.7% in 2007. We do not expect that the supply shortage of polysilicon and silicon-based raw materials, including crystalline silicon ingots and silicon wafers, will be remedied in the near term.

Partly as a result of the industry-wide shortage, we have, from time to time, faced a shortage of silicon raw materials and experienced late delivery from suppliers and have had to purchase silicon raw materials of lower quality that have resulted in lower conversion efficiencies and reduced revenues per cell. We may continue to face such shortages, late delivery or lower quality of supply in the future for the following reasons, among others. First, we do not have a history of long-term relationships with silicon or wafer raw material suppliers. Second, many of our competitors, who also purchase silicon raw materials from our suppliers, have had stronger relationships as well as greater bargaining power over the suppliers. Currently we procure a substantial portion of our silicon wafer or other silicon-based raw material supplies under short-term supply contracts. To address the

Table of Contents shortage of silicon wafer supplies, we also secure silicon wafers from some of our customers and sell solar cells to them in return. We also seek to forge long- term supply relationships with global and domestic suppliers throughout the supply chain in an effort to secure a cost-effective supply of silicon wafers and silicon-based raw materials. However, we cannot assure you that our procurement efforts will be successful in ensuring an adequate supply of silicon raw materials at commercially viable prices or at satisfactory quality to meet our solar cell production requirements. If we are unable to meet customer demand for our products, or if our products are only available at a higher cost because of a shortage of silicon raw materials, we could lose customers, market share and revenue. This would materially and adversely affect our business, financial condition, results of operations and cash flow.

Our dependence on a limited number of third-party suppliers for key raw materials and customized manufacturing equipment could prevent us from timely delivering our products to our customers in the required quantities, which could result in order cancellations and decreased revenue. We purchase silicon raw materials, primarily silicon wafers, from a limited number of third-party suppliers. Our top ten suppliers supplied approximately 55.2% of the silicon raw material supplies we procured in 2007, mostly under contracts with a term of less than one year. If we fail to develop or maintain our relationships with our major suppliers, we may be unable to manufacture our products or our products may only be available at a higher cost or after a long delay, and we could be prevented from delivering our products to our customers in the required quantities and at prices that are profitable. Problems of this kind could cause order cancellations and loss of market share. Historically, we encountered problems with respect to the quality of silicon raw material supplied by some of our suppliers, which resulted in lower conversion efficiencies of our solar cells.

Furthermore, some of our suppliers have failed to perform their delivery obligations in the past. For example, one of our suppliers contracted to sell to us 8.3 MW of monocrystalline wafers in 2007, but failed to perform its contractual delivery obligations. In addition, in 2007 we entered into an agreement with a Taiwan-based wafer provider for a supply of approximately 68 MW of silicon wafers for 2007, 2008 and 2009. However, the first delivery under the above agreement has been delayed to July 2008, and we are not sure that the supplier will timely deliver wafers according to the delayed schedule. In 2007, we also had suppliers providing us with substandard quality silicon wafers, which resulted in our cells having lower efficiency, thereby decreasing our production as measured in MW. In April 2008, the Nanjing Intermediate People's Court issued a judgment in our favor against Wuxi Zhuriyi International Trade Co., Ltd. for its failure to perform its contractual obligations to deliver us silicon raw materials. In addition, we have filed civil litigation with the Nanjing Intermediate People's Court against Suzhou Shenlong PV Technology Co., Ltd. for its failure to perform its contractual obligations to deliver us silicon wafers. However, many of our contracts do not provide for a remedy for non-delivery beyond a refund of any advance payment that we may have made, and our legal recourse in cases of non-delivery may be limited.

The failure of any major supplier to supply raw materials that meet our quality, quantity and cost requirements in a timely manner could impair our ability to manufacture our products and could increase our costs, particularly if we are unable to obtain these materials and components from alternative sources on a timely basis or on commercially reasonable terms. The pricing terms under our raw material supply framework agreements generally are to be determined based on future negotiations. If we cannot reach agreement on pricing terms with those suppliers in the future, those agreements will not be enforceable and we would then need to seek alternative supplies. In such an event, we may not be able to secure sufficient alternative supplies.

In addition, certain of our manufacturing equipment has been designed and made specifically for us. As a result, such equipment is not readily available from multiple vendors and would be difficult to repair or replace. Any significant damage to, or breakdown of, our customized manufacturing equipment could cause material interruptions to our operations and consequentially could have a material adverse effect on our business and results of operations.

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We have significant outstanding bank borrowings, and we may not be able to arrange adequate financing when they mature or may encounter other difficulties in maintaining liquidity. As of December 31, 2007, we had $60.5 million in cash and cash equivalents, and we had $121.8 million in outstanding borrowings, all of which would become due within one year. In the first quarter of 2008, we borrowed additional loans and repaid some of our loans, and all of our current loans will become due within one year of the date of this report. We cannot assure you that we will be able to obtain extensions of these facilities as they mature. In the event we are unable to obtain extensions of these facilities, or if we are unable to obtain sufficient alternative funding on reasonable terms to make repayments, we will have to repay these borrowings with cash generated by our operating activities. We cannot assure you that our business will generate sufficient cash flows from operations to repay these borrowings. In addition, repaying these borrowings with cash generated by our operating activities will divert our financial resources from the requirements of our ongoing operations and future growth. As of the date of this report, we still need additional debt or equity financing of approximately $40 million to finance the remaining cost of our planned expansion of our manufacturing lines, the modification of our existing manufacturing lines and the construction of our Shanghai research facility.

Given the current state of the industry, we generally need to make prepayments to our suppliers of silicon raw materials in advance of shipment. As a result, our purchases of silicon raw materials have required, and we anticipate will continue to require, us to make significant working capital commitments. We will also incur additional capital expenditures for the future expansion and modification of our manufacturing lines . As a result of these requirements, we expect to require additional debt or equity financing. Furthermore, we have granted credit terms for our sales to some of our large customers. Receivables from our top three customers represented approximately 82.1% of our total accounts receivable as of December 31, 2007, and failure to timely collect our receivables may adversely affect our cash flows. If we fail to effectively manage our cash flows from operations, borrowings and equity contributions to support our cash flow requirements, we may encounter difficulty in liquidity, which would have a material adverse effect on our business, financial condition and future prospects.

Our advance payments to most of our silicon raw material suppliers expose us to the credit risk of such suppliers, which may materially and adversely affect our financial condition, results of operations and liquidity. In order to secure more supply of silicon raw materials, we make advance payments to most of our silicon raw material suppliers, consistent with industry practice. Our advances to suppliers were approximately $79.9 million as of December 31, 2007. We depend on a limited number of suppliers and we make such advance payments without receiving collateral. As a result, our claims for such advance payments would rank only as unsecured claims, exposing us to the credit risks of the suppliers in the event of their insolvency or bankruptcy. We may not be able to recover such advance payments and would suffer losses should the suppliers fail to fulfill their delivery obligations under the contracts. Accordingly, defaults by our suppliers may materially and adversely affect our financial condition, results of operations and liquidity.

Price changes for our silicon raw materials and products due to changes in seasonal demand, unpredictable events such as adverse weather conditions and natural disasters, and other factors, may adversely affect our quarterly operating results from time to time. The availability of polysilicon, an essential raw material for our production of solar cells, is uncertain, and its price is volatile. Historically our margins and results of operations have been materially adversely affected by the availability and price of polysilicon and other silicon raw materials. The market prices for our products are also subject to fluctuation due to a number of other factors and could decline unexpectedly. For example, the price for solar cells in Germany, which is used throughout our industry as a pricing benchmark, could be adversely affected by changes in the subsidies available for solar power, and price declines in Germany or in any other major market for solar cells could adversely affect our average selling prices. Purchases of solar power products also tend to decrease during the winter months because of adverse weather conditions in certain regions,

Table of Contents which complicate the installation of solar power systems. Historically, our results of operations have been affected by such seasonality of industry-wide demand for solar power products. Our quarterly operating results also may fluctuate from period to period due to other factors, including adverse weather conditions and natural disasters. For example, unusually heavy snowstorms in central China in the first quarter of 2008 disrupted our power supply and the transportation of our raw materials and finished products, forcing us to suspend our operations for three weeks. Any of these various factors could negatively affect our production, margins and results of operations and, as a result of these factors, you may not be able to rely on period to period comparisons of our operating results as an indication of our future performance.

The reduction or elimination of government subsidies and economic incentives for on-grid solar energy applications could cause demand for our products and our revenues to decline. Almost all of our solar cells sold are eventually utilized in the on-grid market, where the solar power systems are connected to the utility grid and generate electricity to feed into the grid. We believe that the near-term growth of the market for on-grid applications depends in large part on the availability and size of government subsidies and economic incentives. The reduction or elimination of subsidies and economic incentives may adversely affect the growth of this market or result in increased price competition, either of which could cause our revenues to decline.

Today, when upfront system costs are factored into cost per kilowatt, the cost of solar power substantially exceeds the cost of power furnished by the electric utility grid in almost all locations. As a result, national and local governmental bodies in many countries, most notably in Germany, Spain, Italy, the United States and China, have provided subsidies and economic incentives in the form of feed-in tariffs, rebates, tax credits and other incentives to distributors, system integrators and manufacturers of solar power products in order to promote the use of solar energy in on-grid applications and to reduce dependence on other forms of energy. These government economic incentives could potentially be reduced or eliminated altogether. For example, Germany has been a strong supporter of solar power products and systems and is a significant market for our customers that engage in solar module manufacturing and system integration businesses. Utilities in Germany are generally obligated to purchase electricity generated from grid-connected solar power systems at defined feed-in tariff rates, which will decline over time according to a predetermined schedule. Specifically, German subsidies decline at a rate of 5.0% to 6.5% per year for systems installed after 2006 based on the type and size of the solar power systems. Political or market changes in Germany could result in significant reductions or eliminations of subsidies or economic incentives, such as a more accelerated reduction of feed-in tariffs than as planned according to the current schedule. Reductions in, or eliminations of, subsidies and economic incentives for on-grid solar energy applications could result in decreased demand for our products and cause our revenues to decline.

If solar power technology is not suitable for widespread adoption, or if sufficient demand for solar power products does not develop or takes longer to develop than we anticipate, our revenues may not continue to increase or may even decline, and we may be unable to achieve or sustain our profitability. The solar power market is at a relatively early stage of development, and the extent of acceptance of solar power products is uncertain. Historical and current market data on the solar power industry are not as readily available as those for other more established industries where trends can be assessed more reliably from data gathered over a longer period of time. In addition, demand for solar power products may not develop or may develop to a lesser extent than we anticipate. Many factors may affect the viability of widespread adoption of solar power technology and demand for solar power products, including:

• cost-effectiveness, performance and reliability of solar power products compared to conventional and other renewable energy sources and products;

• success of other alternative energy generation technologies, such as wind power, hydroelectric power and biomass;

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• fluctuations in economic and market conditions that affect the viability of conventional and other renewable energy sources, such as increases or decreases in the prices of oil and other fossil fuels or decreases in capital expenditures by end users of solar power products; and

• deregulation of the electric power industry and the broader energy industry.

If solar power technology is not viable for widespread adoption or sufficient demand for solar power products does not develop or develops to a lesser extent than we anticipate, our revenues may suffer and we may be unable to sustain our profitability.

Because the markets in which we compete are highly competitive and many of our competitors have greater resources than we do, we may not be able to compete successfully and we may lose or be unable to gain market share. The market for solar power products is highly competitive and continually evolving. We expect to face increased competition, which may result in price reductions, reduced margins or loss of market share. Our competitors include solar power divisions of large conglomerates such as BP Solar, Kyocera, Sanyo and Sharp Corporation, as well as specialized cell manufacturers such as Motech Industries Inc., Q-Cells AG, Suntech Power Holdings Co., Ltd., Solarfun Power Holdings Co., Ltd. and JA Solar Holdings Co., Ltd. Some of our competitors, for example Renewable Energy Corporation ASA, have also become vertically integrated, from upstream polysilicon manufacturing to solar system integration. During the current period of silicon supply shortage, their internally produced raw materials may enable them to realize a higher margin in comparison with other solar cell manufacturers. Many of our competitors have a stronger market position than ours and have larger resources and better name recognition than we have. Further, many of our competitors are developing and are currently producing products based on alternative solar power technologies, such as thin-film technologies, which may ultimately have costs similar to, or lower than, our projected costs. There are also other companies planning to enter into the solar cell business. For example, we may face competition from semiconductor manufacturers, a few of which have already announced their intention to start producing solar cells. In addition, the entire solar power industry faces competition from conventional and non-solar renewable energy technologies. Due to the relatively high manufacturing costs compared to most other energy sources, solar energy is generally not competitive without government subsidies and economic incentives.

Many of our existing and potential competitors have substantially greater financial, technical, manufacturing and other resources than we do. Our competitors' greater size in some cases provides them with a competitive advantage with respect to manufacturing costs due to their economies of scale and their ability to purchase raw materials at lower prices. For example, those of our competitors that also manufacture semiconductors may source both semiconductor grade silicon wafers and solar grade silicon wafers from the same supplier. As a result, such competitors may have stronger bargaining power with the supplier and have an advantage over us in pricing as well as obtaining silicon wafer supplies at times of shortage. Many of our competitors also have more established distribution networks and larger customer bases. In addition, many of our competitors have well-established relationships with our customers and have extensive knowledge of our target markets. As a result, they may be able to devote greater resources to the research, development, promotion and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. It is possible that new competitors or alliances among existing competitors could emerge and rapidly acquire significant market share, which would harm our business. If we fail to compete successfully, our business would suffer and we may lose or be unable to gain market share.

Advances in solar power technology could render our products uncompetitive or obsolete, which could reduce our market share and cause our sales and profit to decline. The solar power market is characterized by evolving technology standards that require improved features, such as higher conversion efficiencies and higher power output. This requires us to develop new solar power

Table of Contents products and enhancements for existing solar power products to keep pace with evolving industry standards and changing customer requirements. For example, currently we are focused on crystalline silicon technology and the expansion of efficient production capacity based on crystalline silicon, which today is the primary technology used by most solar cell manufacturers. Some overseas producers have focused on developing alternative forms of solar power technologies, such as thin-film technologies. Failure to further refine our technology and to develop and introduce new solar power products could cause our products to become uncompetitive or obsolete, which could reduce our market share and cause our revenues to decline. We will need to invest significant financial resources in research and development to maintain our market position, keep pace with technological advances in the solar power industry and effectively compete in the future.

If our future innovations fail to enable us to maintain or improve our competitive position, we may lose market share. If we are unable to successfully design, develop and bring to market competitive new solar power products or enhance our existing solar power products, we may not be able to compete successfully. Competing solar power technologies may result in lower manufacturing costs or higher product performance than those expected from our solar power products. In addition, if we, or our customers, are unable to manage product transitions, our business and results of operations would be negatively affected.

We may not be successful in the commercial production of N-type solar cells, selective emitter cells or other new products, which could limit our growth prospects. We are currently developing process technologies for manufacturing N-type solar cells. The conversion efficiency rate of N-type solar cells may generally be higher than that of P-type solar cells. But there are substantial technical difficulties in manufacturing N-type solar cells on a large scale, such as the difficulties associated with applying electrical contacts to silicon materials. Therefore, we believe that to date, only a limited number of manufacturers in the world produce N-type solar cells on a commercial scale.

We may face significant challenges in manufacturing N-type solar cells. Minor deviations in the manufacturing process can cause substantial decreases in yield and cell conversion efficiencies and, in some cases, cause production to be suspended or yield no output. In addition, the silicon wafer required for the manufacture of N-type solar cells is different from that used for the manufacture of P-type solar cells. We may face difficulty in securing wafer supply for the manufacture of N-type solar cells. If we are unable to commence manufacturing our N-type solar cells on a timely basis, or if we face technological difficulties in cost-efficiently producing our N-type solar cells with the expected performance on a stable level, or if we are unable to secure sufficient raw material supplies or generate sufficient customer demand for our N-type solar cells, our business and prospects may be adversely impacted.

In addition, we commenced mass commercial production of selective emitter cells, an improved version of the P-type solar cells that we and most other solar cell manufacturers produce, in the fourth quarter of 2007. We also plan to develop passivated emitter and rear cells in the future. However, these products are still new and their stability and performance is still unproven. We may face difficulty in the development and commercial production of selective emitter cells, passivated emitter and rear cells or other new products. We may also have difficulty in converting existing manufacturing lines or installing new manufacturing lines for the production of new products. These difficulties could arise from a number of reasons, including difficulties or delays in obtaining or installing equipment, adapting our production to new processes or training our personnel. We may also have difficulties in achieving the higher conversion efficiencies that we expect to achieve with these new products. Any of these difficulties may adversely affect our business, results of operations and financial condition.

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Our future success substantially depends on our ability to significantly increase both our manufacturing capacity and total output, which exposes us to a number of risks and uncertainties. We currently have six solar cell manufacturing lines, and we expect to add another four lines by the end of 2008 to raise our annual production capacity from 192 MW to approximately 320 MW, assuming the use of 156-millimeter monocrystalline silicon wafers. Our future success depends on our ability to significantly increase both our manufacturing capacity and total output. If we are unable to do so, we may be unable to expand our business, decrease our costs per watt, maintain our competitive position and improve our profitability. Our ability to establish additional manufacturing capacity and increase output is subject to significant risks and uncertainties, including:

• the need to raise significant additional funds, which we may be unable to obtain on commercially viable terms or at all, to purchase raw materials and to build additional manufacturing facilities;

• delays and cost overruns as a result of a number of factors, many of which are beyond our control, such as increases in the price of silicon raw materials and problems with equipment vendors;

• delays or denial of required approvals by relevant government authorities;

• diversion of significant management attention; and

• the ability to secure sufficient silicon raw materials, primarily silicon wafers, to support our expanded manufacturing capacity.

If we are unable to establish or successfully operate additional manufacturing capacity, or if we encounter any of the risks described above, we may be unable to expand our business as planned. Moreover, we cannot assure you that if we do expand our manufacturing capacity as planned, we will be able to generate sufficient customer demand for our solar power products to support our increased production levels.

We may experience difficulty in achieving acceptable yields and product performance as a result of manufacturing problems, which could negatively impact our future revenue. The technology for the manufacture of solar cells is highly complex and is continually being modified in an effort to improve yields and product performance. The quality of the raw materials used, microscopic impurities such as dust and other contaminants, difficulties in the manufacturing process, or malfunctions of the equipment or facilities used can lower yields, cause quality control problems, interrupt production or result in losses of products in process.

Because our existing manufacturing capabilities are, and our future manufacturing capabilities will likely remain, concentrated in our manufacturing facilities in Nanjing, China, any problem in our facilities may limit our ability to manufacture products. We may encounter problems in our manufacturing facilities as a result of, among other things, production failures, construction delays, human errors, equipment malfunction or process contamination, which could seriously harm our operations. We may also experience floods, droughts, power losses and similar events beyond our control that would affect our facilities. For example, the unusually heavy snowstorms in the first quarter of 2008 disrupted our power supply and forced us to suspend our manufacturing operations for three weeks. Any disruption in our manufacturing process that forces us to shut down and restart our production causes a drop-off in production quality during the first two or three weeks after we resume production, which in turn reduces our yield as more of our output falls below our quality control standards during that period.

Our business depends substantially on the continuing efforts of our executive officers and key employees, and our business may be severely disrupted if we lose their services. Our future success depends substantially on the continued services of our executive officers and key employees, especially Mr. Tingxiu Lu, our chairman, Dr. Jianhua Zhao, our vice chairman and chief technology officer, Mr. Ruennsheng Allen Wang, our chief executive officer, Mr. Kenneth Luk, our chief financial officer, and Dr. Aihua Wang, our vice president. If one or more of our executive officers or key employees were unable or unwilling to continue in their present positions, we might not be able to replace them easily, timely, or at all. For example, after our previous chief financial officer James Shaofeng Qi resigned in August 2007, approximately four months elapsed before Mr. Kenneth Luk, our current chief financial officer, joined us in December 2007. If we lose the services of our executive officers or key employees, especially if we cannot

Table of Contents timely find replacements, our business may be severely disrupted, our financial conditions and results of operations may be materially and adversely affected and we may incur additional expenses to recruit, train and retain personnel. If any of our executive officers or key employees joins a competitor or forms a competing company, we may lose customers, suppliers, know-how and key professionals and staff members. Each of our executive officers and key employees has entered into an employment agreement with us which contains non-competition provisions. However, if any dispute arises between our executive officers or our key employees and us, these agreements may not be enforceable in China, where these executive officers or our key employees reside, in light of the uncertainties with China's legal system. See "—Risks Related to Doing Business in China—Uncertainties with respect to the Chinese legal system could have a material adverse effect on us."

Our costs and expenses may be greater than those of our competitors if we enter into fixed-price, prepaid arrangements with our suppliers. Historically we have secured a portion of our supply of silicon raw materials through fixed-price, prepaid supply arrangements with domestic suppliers. We may enter into such fixed-price supply contracts in the future. If we enter into such contracts, our cost of revenues may be greater than that of our competitors if the price of silicon raw materials decreases in the future. Additionally, if demand for our solar cells decreases, we may incur costs associated with carrying excess inventory, which may have a material adverse effect on our cash flows. To the extent we would not be able to pass these increased costs and expenses on to our customers, our business, results of operations and financial condition may be materially and adversely affected.

Our dependence on a limited number of customers may cause significant fluctuations or declines in our revenues. We currently sell a substantial portion of our solar cells to a limited number of customers. Our top three customers contributed over 48.1% of our net revenues in 2007. Sales to our top five customers accounted for 56.9% of our net revenues during the same period. Sales to each of Wuxi Guofei Green Energy Source Co., Ltd. and aleo solar AG contributed over 10% of our net revenues for the year ended December 31, 2007.

Sales to our customers are typically made through non-exclusive arrangements. We anticipate that our dependence on a limited number of customers will continue in the foreseeable future. Consequently, any one of the following events may cause material fluctuations or declines in our revenues:

• reduction, delay or cancellation of orders from one or more of our significant customers;

• loss of one or more of our significant customers and our failure to identify additional or replacement customers; and

• failure of any of our significant customers to make timely payment for our products.

If we fail to manage our growth and expansion effectively, our business may be adversely affected. We have experienced a period of rapid growth and expansion that has placed, and continues to place, significant strain on our management personnel, systems and resources. To accommodate our growth, we anticipate that we will need to implement a variety of new and upgraded operational and financial systems, procedures and controls, including improvements to our accounting and other internal management systems, all of which require substantial management efforts. We also will need to continue to expand, train, manage and motivate our workforce, manage our customer relationships and manage our relationships with raw material suppliers. All of these endeavors will require substantial management effort and skill and the incurrence of additional expenditures. If we fail to manage our growth effectively, that failure may have a material adverse effect on our business.

Future acquisitions may have an adverse effect on our ability to manage our business. If we are presented with appropriate opportunities, we may acquire technologies, businesses or assets that are complementary to our business. Future acquisitions would expose us to potential risks, including risks

Table of Contents associated with the assimilation of new personnel, unforeseen or hidden liabilities, the diversion of management attention and resources from our existing business and the inability to generate sufficient revenues to offset the costs and expenses of acquisitions. Any difficulties encountered in the acquisition and integration process may have an adverse effect on our ability to manage our business.

We face risks associated with the marketing, distribution and sale of our solar power products internationally, and if we are unable to effectively manage these risks, they could impair our ability to expand our business abroad. In 2007, we sold approximately 35.7% of our products to customers outside of China. We intend to continue to expand our sales in Europe as well as in other overseas markets such as the United States, Korea and other Asian countries and regions. The marketing, distribution and sale of our solar power products in the international markets expose us to a number of risks, including:

• fluctuations in currency exchange rates;

• increased costs associated with maintaining marketing efforts in various countries;

• difficulty and costs relating to compliance with the different commercial and legal requirements of the overseas markets in which we offer our products;

• difficulty in engaging and retaining sales personnel who are knowledgeable about, and can function effectively in, overseas markets; and

• trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries.

If we are unable to attract, train and retain qualified personnel, our business may be materially and adversely affected. Our future success depends, to a significant extent, on our ability to attract, train and retain qualified personnel, particularly technical personnel with expertise in the solar power industry. Since our industry is characterized by high demand and intense competition for talent, there can be no assurance that we will be able to attract or retain the qualified technical staff or other highly-skilled employees that we will need to achieve our strategic objectives. As we are still a relatively young company and our business has grown rapidly, our ability to train and integrate new employees into our operations may not meet the growing demands of our business. If we are unable to attract and retain qualified personnel, our business may be materially and adversely affected.

We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us to pay significant damage awards. Our success depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights of third parties. The validity and scope of claims relating to solar power technology patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain. We may be subject to litigation involving claims of patent infringement or violation of other intellectual property rights of third parties. The defense and prosecution of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings can be both costly and time-consuming and may significantly divert the efforts and resources of our technical and management personnel. An adverse determination in any such litigation or proceedings to which we may become a party could subject us to significant liability to third parties, require us to seek licenses from third parties, to pay ongoing royalties, or to redesign our products, or subject us to injunctions prohibiting the manufacture and sale of our products or the use of our technologies. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase or use of our products until resolution of such litigation.

Failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly. We rely primarily on trade secrets, patent laws and other contractual restrictions to protect our intellectual property. Nevertheless, these afford only limited protection, and the actions we take to protect our intellectual property rights may not be adequate to provide us with meaningful protection or commercial advantage. For example, we have three patents and two pending patent applications in China. We cannot assure you that in a

Table of Contents legal proceeding the claims of our patents would be found valid or that the claims would be interpreted as having sufficient scope to protect the technology we consider important to our business, nor can we assure you that our patent applications will eventually issue with claims of sufficient scope to protect additional technology significant to our business. As a result, we may be unable to exclude third parties from using the technologies that we have developed and compete with us, which could have a material adverse effect on our business, financial condition or operating results.

Furthermore, we have granted NewSouth Innovations Pty Limited, or NewSouth Innovations, a non-exclusive, royalty-free license to use the technology for manufacturing N-type solar cells covered in one of our patents in China for internal research purposes, and a right to commercially utilize or sublicense such technology after March 1, 2009, provided that they may not sublicense such technology to certain of our Chinese competitors until after March 1, 2010. As a result, we may not be able to block our competitors from using the technology covered by this patent after March 1, 2010, which could have a material adverse effect on our business, financial condition or operating results.

In addition, litigation may be necessary to enforce our intellectual property rights. We cannot assure you that the outcome of such potential litigation will be in our favor. Such litigation may be costly and may divert management attention as well as divert other resources away from our business. In addition, we have no insurance coverage against litigation costs and would have to bear all costs arising from such litigation to the extent we are unable to recover them from other parties. The occurrence of any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.

Changes to existing regulations and policies may present technical, regulatory and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products. The market for electricity generation products is heavily influenced by government regulations and policies concerning the electric utility industry, as well as policies adopted by electric utilities. These regulations and policies often relate to electricity pricing and technical requirements regarding the interconnection between customer-owned electricity generation and the grid. In a number of countries, these regulations and policies are being modified and may continue to be modified. Customer purchases of, or further investment in the research and development of, alternative energy sources, including solar power technology, could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for our products. For example, without a regulatory mandated exception for solar power systems, utility customers are often charged interconnection or standby fees for putting distributed power generation on the electric utility grid. These fees could increase the cost to customers of using our solar power products and make them less desirable, thereby harming our business, prospects, results of operations and financial condition.

We anticipate that our products and their installation will be subject to oversight and regulation in accordance with national and local regulations relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. It is difficult to track the requirements of individual jurisdictions and to design products that comply with the varying standards. Any new government regulations or utility policies pertaining to our solar power products may result in significant additional expenses to us or cause a significant reduction in demand for our solar power products.

Fluctuations in exchange rates could adversely affect our business. A major portion of our sales is denominated in Renminbi and Euros, with the remainder in U.S. dollars, while a substantial portion of our costs and expenses is denominated in Renminbi and U.S. dollars, with the remainder in Euros. Fluctuations in exchange rates, particularly among the U.S. dollar, Renminbi and Euro, could affect our net profit margins and could result in foreign exchange losses and operating losses.

We had net foreign exchange losses of $1.3 million and $1.2 million in 2006 and 2007, respectively. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign exchange losses in the future.

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Compliance with environmental regulations can be expensive, and noncompliance with these regulations may result in adverse publicity and potentially significant monetary damages and fines. As our manufacturing processes generate noise, waste water, gases and other industrial wastes, we are required to comply with all national and local regulations regarding protection of the environment. We believe we are in material compliance with present environmental protection requirements and have all necessary environmental permits to conduct our business. However, if more stringent regulations are adopted in the future, the costs of compliance with such new regulations could be substantial. We believe that we have all of the permits necessary to conduct our business as it is presently conducted. If we fail to comply with present or future environmental regulations, however, we may be required to pay substantial fines, suspend production or cease operations. We use, generate and discharge toxic, volatile and otherwise hazardous chemicals and wastes in our research and development and manufacturing activities. Any failure by us to control the use of, or to restrict adequately the discharge of, hazardous substances could subject us to potentially significant monetary damages and fines or suspensions in our business operations.

We have limited insurance coverage and may incur losses resulting from product liability claims or business interruptions. As the insurance industry in China is still in an early stage of development, product liability insurance and business interruption insurance available in China offer limited coverage compared to that offered in many other countries. We do not have any product liability insurance or business interruption insurance. As with other solar power product manufacturers, we are exposed to risks associated with product liability claims if the use of our solar power products results in injury. Since our products generate electricity, it is possible that users could be injured or killed by our products as a result of product malfunctions, defects, improper installation or other causes. We only began commercial shipment of our solar power products in August 2005, and, because of our limited operating history, we cannot predict whether product liability claims will be brought against us in the future or the effect of any resulting negative publicity on our business. The successful assertion of product liability claims against us could result in potentially significant monetary damages and require us to make significant payments. In addition, any business disruption or natural disaster could result in substantial costs and a diversion of resources, which would have an adverse effect on our business and results of operation.

Problems with product quality or product performance may cause us to incur warranty expenses and may damage our market reputation and prevent us from achieving increased sales and market share. Our products may contain defects that are not detected until after they are sold or are installed because we cannot test for all possible scenarios. Historically, some of our sales contracts with overseas customers provided for a 10-year warranty for the performance of our solar cells, and in some cases, our solar cells were sold with up to a 20-year warranty. In 2007, we sold 1.6 MW of solar modules, in most cases with a two-year warranty for defects in material and workmanship and a minimum power output warranty of up to 25 years following the date of purchase. As a result, we bear the risk of extensive warranty claims long after we have sold our products and recognized revenues. We have sold solar cells only since August 2005. Due to the short usage history of our products, we cannot assure you that our assumptions regarding the durability and reliability of our products are reasonable. Our warranty provisions may be inadequate, and we may have to incur substantial expense to repair or replace defective products in the future. Any increase in the defect rate of our products would cause us to increase the amount of our warranty reserves and have a correspondingly negative impact on our operating results. Furthermore, widespread product failures may damage our market reputation, reduce our market share and cause our sales to decline.

There have been historical deficiencies with our internal controls and there remain areas of our internal and disclosure controls that require improvement. If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our common shares may, therefore, be adversely impacted. We are subject to reporting obligations under the U.S. securities laws. Beginning with our annual report on Form 20-F for the fiscal year ending December 31, 2008, we will be required to prepare a management report on our internal controls over financial reporting containing our management's assessment of the effectiveness of our internal controls over financial reporting. In addition, our independent registered public accounting firm must

Table of Contents attest to and report on the effectiveness of our internal controls over financial reporting. Our management may conclude that our internal controls over our financial reporting are not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may still issue an adverse report on the effectiveness of our internal control over financial reporting or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

During the audits of our financial statements as of and for the years ended December 31, 2004, 2005 and 2006, we and our independent registered public accounting firm identified certain deficiencies in our internal controls, including a material weakness and a number of significant deficiencies, as then defined in the applicable rules of the Public Company Accounting Oversight Board. The material weakness was insufficient resources in our accounting department to properly identify adjustments, analyze transactions and prepare financial statements in accordance with U.S. GAAP. Significant deficiencies included issues relating to segregation of duties, reconciliations between sub-ledger and the general ledger, management of inventory and fixed assets, recording of construction-in-progress, salary expense recording, and transaction balance reconciliations. In addition, our independent registered public accounting firm identified a treasury and cash flow planning deficiency. These deficiencies could adversely affect our ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements and could negatively affect our ability to comply with the requirements of U.S. GAAP. In connection with the audit of our financial statements as of and for the year ended December 31, 2007, we and our independent registered public accounting firm identified several significant deficiencies in connection with access control on important transactions in our enterprise resource planning, or ERP, system, our management of inventory and fixed assets, bad debt provision and ERP software application development.

It is important to note that neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal controls for purposes of identifying and reporting deficiencies in our internal control over financial reporting, as we and they will be required to do beginning with our annual report on Form 20-F for the fiscal year ending December 31, 2008. We believe it is possible that, had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified.

We have undertaken remedial steps and plan to continue to take additional remedial steps to improve our internal control over financial reporting and our disclosure controls. However, the implementation of these measures may not fully address these deficiencies in our internal control over financial reporting, and we cannot yet conclude that they have been fully remedied. If we are unable to implement solutions to deficiencies in our existing internal control over financial reporting and our disclosure controls and procedures, or if we fail to maintain an effective system of internal control over financial reporting and an effective system of disclosure controls in the future, we may be unable to accurately report our financial results or prevent fraud, and as a result, investor confidence and the market price of our ADSs may be adversely impacted.

Our chairman has substantial influence over our company, and his interests may not be aligned with the interests of our other shareholders. Mr. Tingxiu Lu, our chairman, currently beneficially owns 16.5% of our outstanding share capital. Further, most of our bank borrowings are guaranteed by China Electric Equipment Group Co., Ltd., or CEEG, an entity controlled by Mr. Lu. CEEG recently agreed to guarantee the bank borrowings of Sunergy Nanjing for up to RMB1 billion until May 2010, subject to adjustment in the event of a material change in CEEG's credit or operational status. Mr. Lu has substantial influence over our business, including decisions regarding mergers, consolidations

Table of Contents and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders and holders of our ADSs, including those who purchased our ADSs in our initial public offering.

We have been named as defendant in connection with securities class action lawsuits, which, if determined adversely, could negatively affect our business and results of operations. We and several of our directors and officers were named defendants in three purported class actions currently pending in the United States District Court for the Southern District of New York—Brown v. China Sunergy Co., Ltd. et al., Case No. 07-CV-07895 (DAB), Sheshtawy v. China Sunergy Co., Ltd. et al., Case No. 07-CV-08656 (DAB), and Giombetti v. China Sunergy Co., Ltd. et al., Case No. 07-CV-09689 (DAB). The plaintiffs in these cases allege that we made false and misleading statements in our registration statement and prospectus in connection with our initial public offering in May 2007 regarding, among other things, the procurement of polysilicon and seek unspecified damages. Although we intend to vigorously defend against the class actions, it is time-consuming and costly and could divert the attention of our senior management. An unfavorable resolution of these lawsuits or any future lawsuits could materially and adversely affect our results of operations and financial condition. See Item 8, "Financial Information—Legal Proceedings."

Risks Related to Doing Business in China Adverse changes in political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our products and materially and adversely affect our competitive position. All of our business operations are conducted in China and a majority of our sales are made in China. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:

• the amount of government involvement;

• the level of development;

• the growth rate;

• the control of foreign exchange; and

• the allocation of resources.

While the Chinese economy has grown significantly in the past 20 years, the growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage or control economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of the productive assets in China is still owned by the PRC government. The continued control of these assets and other aspects of the national economy by the PRC government could materially and adversely affect our business. The PRC government also exercises

Table of Contents significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Efforts by the PRC government to slow the pace of growth of the Chinese economy could result in decreased capital expenditures by solar energy users, which in turn could reduce demand for our products.

Uncertainties with respect to the Chinese legal system could have a material adverse effect on us. We conduct substantially all of our manufacturing operations through our wholly owned subsidiary, China Sunergy (Nanjing) Co., Ltd., or Sunergy Nanjing, previously named CEEG (Nanjing) PV-Tech Co., Ltd., a limited liability company established in China. Sunergy Nanjing is generally subject to laws and regulations applicable to foreign investment in China and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since these laws and regulations have not been fully developed and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties. We cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, the preemption of local regulations by national laws, or the overturn of local government's decisions by the superior government. These uncertainties may limit legal protections available to us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

We rely on dividends paid by our subsidiary for our cash needs. We conduct substantially all of our operations through Sunergy Nanjing. We rely on dividends paid by Sunergy Nanjing for our cash needs, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. The payment of dividends by entities organized in China is subject to limitations. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. Sunergy Nanjing is also required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reaches 50% of its registered capital. These reserves are not distributable as cash dividends. Sunergy Nanjing is also required to allocate a portion of its after-tax profits, as determined by its board of directors, to its staff welfare and bonus funds, which may not be distributed to equity owners. In addition, if Sunergy Nanjing incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Furthermore, the dividends we receive from our PRC subsidiary may also be adversely affected by the new PRC Enterprise Income Tax Law, or the New EIT Law, and its Implementing Regulation, which became effective on January 1, 2008. See "—Our global income and the dividends we receive from our PRC subsidiary may be subject to PRC tax under the New EIT Law, which would have a material adverse effect on our results of operations."

Our global income and the dividends we receive from our PRC subsidiary may be subject to PRC tax under the New EIT Law, which would have a material adverse effect on our results of operations. Under the New EIT Law and its Implementing Regulation, which have become effective on January 1, 2008, an enterprise established outside of the PRC with "de facto management bodies" within the PRC is considered a resident enterprise and will be subject to a 25% PRC income tax on its global income. The implementation rules define the term "de facto management bodies" as "establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise." Accordingly, we may be considered a resident enterprise and may therefore be

Table of Contents subject to a 25% PRC income tax on our global income. If we are considered a resident enterprise and earn income other than dividends from our PRC subsidiary, such 25% PRC income tax on our global income could significantly increase our tax burden and materially and adversely affect our cash flow and profitability.

Under the applicable PRC tax laws in effect before January 1, 2008, dividend payments to foreign investors made by foreign-invested enterprises such as our PRC subsidiary, Sunergy Nanjing, were exempt from PRC withholding tax. Pursuant to the New EIT Law and its Implementing Regulation, however, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise to its foreign investors will be subject to a 10% withholding tax if the foreign investors are considered as non-resident enterprises without any establishment or place within China or if the dividends payable have no connection with the establishment or place of the foreign investors within China, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a reduced withholding arrangement. The Cayman Islands, where we are incorporated, does not have such a tax treaty with China. China Sunergy (Hong Kong) Co., Ltd., or Sunergy Hong Kong, the direct holder of the 100% equity interest in Sunergy Nanjing, is incorporated in Hong Kong. According to the Mainland and Hong Kong Special Administrative Region Arrangement on Avoiding Double Taxation or Evasion of Taxation on Income agreed between China and Hong Kong in August 2006, dividends paid by a foreign-invested enterprise in China to its direct holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the foreign- invested enterprise). Under the Implementing Regulation of the New EIT Law, if we and Sunergy Hong Kong were regarded as resident enterprises, the dividends payable to us from Sunergy Nanjing would be exempt from the PRC income tax. If we were regarded as a non-resident enterprise and Sunergy Hong Kong were regarded as a resident enterprise, then Sunergy Hong Kong would be required to withhold a 10% withholding tax on any dividends payable to us, while if Sunergy Hong Kong is regarded as a non-resident enterprise, then Sunergy Nanjing would be required to withhold a 5% withholding tax on any dividends payable to Sunergy Hong Kong. In either case, the amount of funds available to us to meet our cash requirements, including the payment of dividends to our shareholders and debt service on any debt we incur, could be materially reduced.

In addition, because there remains uncertainty regarding the interpretation and implementation of the concept of "place of effective management," if we are regarded as a PRC resident enterprise, under the New EIT Law any dividends to be distributed by us to our non-PRC shareholders will be subject to a withholding tax. We also cannot assure you that any gain realized by non-PRC shareholders or holders of our ADSs from the transfer of our shares or ADSs will not be subject to a withholding tax. Unless there are further rules announced by the Chinese tax authorities, we are required under the New EIT Law to withhold PRC income tax on our dividends payable to our non-PRC shareholders, or any gain realized by our non-PRC shareholders or holders of ADSs from transfer of the shares or ADSs, and your investment in our ADSs may be materially and adversely affected.

Fluctuation in the value of the Renminbi may have a material adverse effect on your investment. The change in value of the Renminbi against the U.S. dollar, Euro and other currencies is affected by, among other things, changes in China's political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximately 19.2% appreciation of the Renminbi against the U.S. dollar between July 21, 2005 and June 5, 2008. While the international reaction to the Renminbi revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar. As a portion of our costs and expenses is denominated in Renminbi, the revaluation in July 2005 and potential future revaluation has increased and could further increase our costs in U.S. dollar terms. For example, to the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for

Table of Contents dividends on our shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.

Restrictions on currency exchange may limit our ability to receive and use our revenues or financing effectively. Certain portions of our revenues and expenses are denominated in Renminbi. If our revenues denominated in Renminbi increase or expenses denominated in Renminbi decrease in the future, we may need to convert a portion of our revenues into other currencies to meet our foreign currency obligations, including, among others, payment of dividends declared, if any, in respect of our ordinary shares or ADSs. Under China's existing foreign exchange regulations, Sunergy Nanjing is able to pay dividends in foreign currencies, without prior approval from the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, we cannot assure you that the PRC government will not take further measures in the future to restrict access to foreign currencies for current account transactions.

Foreign exchange transactions by Sunergy Nanjing under capital accounts continue to be subject to significant foreign exchange controls and require the approval of, or registration with, PRC governmental authorities. In particular, if Sunergy Nanjing borrows foreign currency loans from us or other foreign lenders, these loans must be registered with the SAFE, and if we finance Sunergy Nanjing by means of additional capital contributions, these capital contributions must be approved or registered by certain government authorities including the SAFE, the Ministry of Commerce or their local counterparts. These limitations could affect the ability of Sunergy Nanjing to obtain foreign exchange through debt or equity financing, and could affect our business and financial condition.

Our business benefits from certain PRC preferential tax treatments. Expiration of, or changes to, these incentives could have a material adverse effect on our operating results. The PRC government has provided various incentives to foreign-invested enterprises. Because Sunergy Nanjing is a foreign-invested enterprise engaged in manufacturing businesses and located in Nanjing, which is within a coastal economic zone, it was entitled to a preferential enterprise income tax rate of 24% prior to January 1, 2008. As a foreign-invested enterprise engaged in manufacturing businesses, Sunergy Nanjing was also entitled to a two-year exemption from the enterprise income tax for its first two profitable years of operation and to a 50% reduction of its applicable income tax rate for the succeeding three years. On March 16, 2007, the National People's Congress of China, or the Congress, enacted the New EIT Law, under which foreign invested enterprises and domestic companies would be subject to enterprise income tax at a uniform rate of 25%. The New EIT Law also provides for transitional measures for enterprises established prior to the promulgation of the New EIT Law and eligible for lower tax rate preferential treatment in accordance with the then-prevailing tax laws and administrative regulations. These enterprises will gradually become subject to the unified tax rate over a five-year transitional period from January 1, 2008 (enterprises which were subject to enterprise income tax rate of 24% before January 1, 2008 are subject to enterprise income tax of 25% from January 1, 2008); enterprises eligible for regular tax reductions or exemptions may continue to enjoy tax preferential treatments after the implementation of the New EIT Law and until their preferential treatments expire. If the preferential tax rate currently enjoyed by us is not available after the expiration of the preferential tax treatment period, or the preferential tax rate is modified or revoked, our financial condition and results of operations may be adversely affected. In addition, our historical operating results may not be indicative of our operating results for future periods as a result of the expiration of the preferential tax treatment we enjoy.

Our failure to obtain the prior approval of the China Securities Regulatory Commission, or the CSRC, of the listing and trading of our ADSs on the Nasdaq Global Market could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs. On August 8, 2006, six PRC regulatory agencies, including CSRC, promulgated the Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors, which became effective on September 8, 2006.

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This regulation, among other things, has certain provisions that purport to require offshore special purpose vehicles, or SPVs, formed for the purpose of acquiring PRC domestic companies and controlled by PRC individuals, to obtain the approval of the CSRC prior to listing their securities on an overseas stock exchange. The application of this PRC regulation remains unclear with no consensus currently existing among the leading PRC law firms regarding the scope and applicability of the CSRC approval requirement. On September 21, 2006, the CSRC published on its official website a notice specifying the documents and materials that are required to be submitted for obtaining CSRC approval. We believe, based on the advice of our PRC counsel, Jun He Law Offices, that although the CSRC generally has jurisdiction over overseas listing of SPVs like us, it was not necessary for us to obtain CSRC approval for our initial public offering given the fact that we had legally completed the acquisition of all the equity interest in Sunergy Nanjing before the new regulation became effective. Uncertainty as to how this regulation will be interpreted or implemented still remains. If the CSRC or another PRC regulatory agency subsequently determines that the CSRC's approval was required for our initial public offering, we may face sanctions by the CSRC or another PRC regulatory agency. If this happens, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from our initial public offering into the PRC, restrict or prohibit payment or remittance of dividends by Sunergy Nanjing, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. Also, if later the CSRC requires that we obtain its approval, we may be unable to obtain a waiver of the CSRC approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding this CSRC approval requirement could have a material adverse effect on the trading price of our ADSs.

Regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital into our PRC subsidiary, limit our subsidiary's ability to distribute profits to us, or otherwise adversely affect us. In October 2005, SAFE issued a regulation entitled "Circular on several issues concerning foreign exchange regulation of corporate finance and roundtrip investments by PRC residents through special purpose companies incorporated overseas," or Circular No. 75. Circular No. 75 states that if PRC residents use assets or equity interests in their PRC entities as capital contributions to establish offshore companies or inject assets or equity interests of their PRC entities into offshore companies to raise capital overseas, they must register with local SAFE branches with respect to their overseas investments in offshore companies and must also file amendments to their registrations if their offshore companies experience material events involving capital variation, such as changes in share capital, share transfers, mergers and acquisitions, spin-off transactions, long-term equity or debt investments or uses of assets in China to guarantee offshore obligations. Under Circular No. 75, failure to comply with the registration procedures set forth in such regulation may result in restrictions being imposed on the foreign exchange activities of the relevant PRC entity, including the payment of dividends and other distributions to its offshore parent, as well as restrictions on the capital inflow from the offshore entity to the PRC entity. While we believe our shareholders have complied with existing SAFE registration procedures, any future failure by any of our shareholders who is a PRC resident or controlled by a PRC resident to comply with relevant requirements under Circular No. 75 could subject our company to fines or sanctions imposed by the PRC government, including restrictions on Sunergy Nanjing's ability to pay dividends or make distributions to us and our ability to increase our investment in or provide loans to Sunergy Nanjing.

All participants of our existing equity compensation plan who are PRC citizens may be required to register with the SAFE. We may also face regulatory uncertainties that could restrict our ability to adopt additional equity compensation plans for our directors and employees and other parties under PRC law. On February 1, 2007, the Implementing Regulation of the Administration Measures for Individual Foreign Exchange, or the Implementing Regulations of MIFE came into effect, which provides that in the case of a domestic individual participating in an employee stock ownership plan or stock option plan of an overseas listed company, the required foreign exchange administrative filings involved shall be handled after the listed company

Table of Contents or its domestic agency has filed a unified application and has obtained the approval from the foreign exchange authorities. On April 6, 2007, the capital account department of the SAFE issued Operating Procedures for the Administration of Domestic Individuals Participating in the Employee Stock Ownership Plan or Stock Option Plan of an Overseas Listed Company, or Circular No. 78. It is not clear at this time whether Circular No. 78 covers all forms of equity compensation plans or only those which provide for the granting of stock options. For any plans which are so covered and are adopted by a non-PRC listed company, such as our company, after April 6, 2007, according to Implementing Regulations of MIFE and Circular No. 78, all participants who are PRC citizens are required to register with and obtain approvals from the SAFE prior to their participation in the plan. In addition, Circular No. 78 also requires PRC citizens to register with the SAFE and make the necessary applications and filings by July 5, 2007 if they participated in an overseas listed company's covered equity compensation plan prior to April 6, 2007.

Participants in our equity compensation plans have not registered with the SAFE, and we and the participants who are PRC citizens are currently conducting the registration procedures. Failure to comply with such provisions may subject us and the participants of our equity compensation plans who are PRC citizens to fines and legal sanctions and prevent us from being able to grant equity compensation to our personnel which is currently a significant component of the compensation of certain of our PRC employees. In that case, our business operations may be adversely affected.

Increase in labor costs and the new Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and our profitability. On June 29, 2007, the National People's Congress of China enacted a new Labor Contract Law, which became effective on January 1, 2008. Compared to the PRC Labor Law effective as of January 1, 1995, the new Labor Contract Law imposes more restrictions and increases costs for the employers to terminate employment, including specific provisions related to fixed term employment contracts, temporary employment, probation, consultation with the labor union and employee assembly, employment without a contract, dismissal of employees, compensation upon termination and overtime work, and collective bargaining. According to the new Labor Contract Law, the employer is obliged to sign an unlimited term labor contract with an employee if the employer continues to hire the employee after two consecutive fixed term labor contracts or after the employee spends 10 consecutive years working for the employer. The employer also has to pay a compensation fee to the employee if the employer terminates an unlimited term labor contract. Unless an employee refuses to extend an expired labor contract, such compensation is also required when the labor contract expires. Further, under the Regulations on Paid Annual Leave for Employees, which became effective on January 1, 2008, employees who have served more than one year for an employer are entitled to a paid vacation ranging from 5 to 15 days, depending on their length of service. Employees who waive such vacation time at the request of employers shall be compensated for three times their normal salaries for each waived vacation day. As a result of these new protective labor measures, our labor costs are expected to increase, which may adversely affect our business and our results of operations.

We face risks related to health epidemics and other outbreaks. Our business could be adversely affected by the effects of avian flu, SARS or another epidemic or outbreak. China reported a number of cases of SARS in April 2004. Since 2005, there have been reports of occurrences of avian flu in various parts of China, including a few confirmed human cases and deaths. Any prolonged recurrence of avian flu, SARS or other adverse public health developments in China may have a material adverse effect on our business operations. These could include restrictions on our ability to travel or ship our products outside of China as well as temporary closure of our manufacturing facilities. Such closures or travel or shipment restrictions would severely disrupt our business operations and adversely affect our results of operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak of avian flu, SARS or any other epidemic.

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Risks Related to Our Shares and ADSs The market price for our ADSs has been volatile since our ADSs began trading on NASDAQ, and may be subject to fluctuations in the future, which could result in substantial losses to investors. The closing price of our ADSs has ranged from a high of $17.88 to a low of $5.05 since our ADSs began trading on NASDAQ on May 17, 2007. We cannot assure you that the market price of ADSs will not significantly fluctuate from its current level. The market price of our ADSs may be subject to wide fluctuations in response to factors including the following:

• announcements of technological or competitive developments;

• regulatory developments in our target markets affecting us, our customers or our competitors;

• announcements of studies and reports relating to the conversion efficiencies of our products or those of our competitors;

• actual or anticipated fluctuations in our quarterly operating results;

• changes in financial estimates by securities research analysts;

• changes in the economic performance or market valuations of other solar power technology companies;

• addition or departure of our executive officers and key research personnel;

• announcements regarding patent litigation or the issuance of patents to us or our competitors;

• fluctuations in the exchange rates between the U.S. dollar, the Euro and RMB;

• release or expiry of lock-up or other transfer restrictions on our outstanding ordinary shares or ADSs; and

• sales or perceived sales of additional ADSs.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our ADSs. In particular, the performance and fluctuation of market prices of other companies with business operations located mainly in China that have listed their securities in the United States may affect the volatility in the price of and trading volumes for our ADSs. The trading performances of these China-based companies' securities at the time of or after their offerings may affect the overall sentiment toward China-based companies' securities listed in the United States and consequently may impact the trading performance of our ADSs. Volatility in global capital markets could also have an effect on the market price of our ADS.

Substantial future sales of our ADSs or ordinary shares in the public market, or the perception that these sales could occur, could cause the price of our ADSs to decline. Additional sales of our ADSs or ordinary shares in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline. If our shareholders sell substantial amounts of our ADSs, including those issued upon the exercise of outstanding options, in the public market, the market price of our ADSs could fall. Such sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. If any existing shareholder or shareholders sell a substantial amount of ordinary shares, the prevailing market price for our ADSs could be adversely affected.

In addition, we may issue additional ordinary shares or ADSs for future acquisitions. If we pay for our future acquisitions in whole or in part with additionally issued ordinary shares or ADSs, your ownership interests in our company would be diluted and this, in turn, could have a material adverse effect on the price of our ADSs.

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We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our ADSs or ordinary shares. Based on the price of the ADSs and our ordinary shares and the composition of our income and assets and our operations, we believe we were not considered a "passive foreign investment company," or PFIC, for U.S. federal income tax purposes for our taxable year ended December 31, 2007. However, the application of the PFIC rules is subject to ambiguity in several respects, and, in addition, we must make a separate determination each year as to whether we are a PFIC (after the close of each taxable year). Accordingly, we cannot assure you that we will not be a PFIC for our current taxable year ending December 31, 2008 or any future taxable year. If we were treated as a PFIC for any taxable year during which a U.S. person held an ADS or an ordinary share, certain adverse U.S. federal income tax consequences could apply to such U.S. person. See Item 10, "Additional Information—Taxation—United States Federal Income Taxation—Passive Foreign Investment Company."

Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings and you may not receive cash dividends if it is impractical to make them available to you. We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to you in the United States unless we register the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Also, under the deposit agreement, the depositary bank will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act, or exempted from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings.

In addition, the depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property and you will not receive such distribution.

Anti-takeover provisions in our charter documents may discourage a third party from acquiring us, which could limit our shareholders' opportunities to sell their shares at a premium. Our amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.

For example, our board of directors will have the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix the powers and rights of these shares, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could thus be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. In addition, if our board of directors issues preferred shares, the market price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be adversely affected.

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Our articles of association provide for a staggered board, which means that our directors are divided into three classes, with one-third of our board standing for election every year. This means that, with our staggered board, at least two annual shareholders' meetings, instead of one, are generally required in order to effect a change in a majority of our directors. Our staggered board can discourage proxy contests for the election of our directors and purchases of substantial blocks of our shares by making it more difficult for a potential acquirer to take control of our board in a relatively short period of time.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than that under U.S. law, you may have less protection for your rights than you would under U.S. law. Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Cayman Islands Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. public company.

You will have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in China and because the majority of our directors and officers reside outside the U.S. We are incorporated in the Cayman Islands, and conduct substantially all of our operations in China through Sunergy Nanjing, our wholly owned subsidiary established in China. Most of our directors and officers reside outside the United States and substantially all of the assets of those persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

The voting rights of holders of our ADSs are limited in several significant ways by the terms of the deposit agreement. Holders of our ADSs may only exercise their voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. Under our amended and restated memorandum and articles of association and Cayman Islands law, the minimum notice period required for convening a general meeting is ten days. When a general meeting is convened, you may not receive sufficient notice of a shareholders' meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter at the meeting. In addition, the depositary and its agents may not be able to send voting instructions to you or

Table of Contents carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ordinary shares are not voted as you requested.

You may be subject to limitations on transfer of your ADSs. Your ADSs, represented by American depositary receipts, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary thinks it is necessary or advisable to do so in connection with the performance of its duty under the deposit agreement, including due to any requirement of law or any government or governmental body, or under any provision of the deposit agreement.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company Our operating subsidiary, Sunergy Nanjing, was incorporated in August 2004 in Nanjing, China. China Sunergy Co., Ltd., or Sunergy BVI, our holding company incorporated in the British Virgin Islands, acquired all of the equity interests in Sunergy Nanjing in April 2006 through a series of transactions that we have accounted for as a legal reorganization. As part of a restructuring in anticipation of our initial public offering, we incorporated China Sunergy Co., Ltd., or Sunergy, in the Cayman Islands on August 4, 2006. Sunergy became our ultimate holding company upon its issuance of shares to the existing shareholders of Sunergy BVI on August 30, 2006 in exchange for all shares of equivalent classes that these shareholders previously held in Sunergy BVI. In December 2007, Sunergy BVI incorporated China Sunergy (Hong Kong) Co., Ltd., or Sunergy Hong Kong, in Hong Kong. During the same month, Sunergy BVI transferred all of the equity interests in Sunergy Nanjing to Sunergy Hong Kong, which became the direct holding company of Sunergy Nanjing. We conduct substantially all of our operations through Sunergy Nanjing.

In May 2007, we completed our initial public offering, in which we issued and sold 9,775,000 ADSs, representing 58,650,000 of our ordinary shares, at a public offering price of US$11.00 per ADS.

Our principal executive offices are located at No. 123 Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People's Republic of China. Our telephone number at this address is (86-25) 5276-6688 and our fax number is (86-25) 5276-6882.

You should direct all inquiries to us at the address and telephone number of our principal executive offices set forth above. Our website is www.chinasunergy.com. The information contained on our website does not form part of this report. Our agent for service of process in the United States is CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011.

B. Business Overview We manufacture our solar cells from silicon wafers utilizing crystalline silicon solar cell technology to convert sunlight directly into electricity through a process known as the photovoltaic effect. We sell our solar cell

Table of Contents products to Chinese and overseas module manufacturers and system integrators, who assemble our solar cells into solar modules and solar power systems for use in various markets.

We commenced business operations in August 2004. In 2005, we had only one solar cell manufacturing line. In 2006, we installed five additional solar cell manufacturing lines and expanded our annual manufacturing capacity by 160 MW, assuming the use of 156-millimeter monocrystalline silicon wafers. As of December 31, 2007 and as of the date of this report, our six solar cell manufacturing lines have an aggregate annual production capacity of 192 MW, assuming the use of 156-millimeter monocrystalline silicon wafers. We plan to increase our annual production capacity to approximately 320 MW, assuming the use of 156-millimeter monocrystalline silicon wafers, by the end of 2008, with ten manufacturing lines in total.

Our research and development team is led by two solar power researchers, each with over 10 years of experience and established credentials in the solar power industry. Our research and development efforts focus on continually enhancing our solar cell conversion efficiencies, which measure the ability of solar power products to convert sunlight into electricity, and improving our manufacturing operations. In the fourth quarter of 2007, we commenced commercial mass production of selective emitter cells, an improved version of the P-type solar cells that we and most other solar cell manufacturers produce. In addition, we are focusing on the development of advanced process technologies for manufacturing other new products, such as N-type solar cells, which generally have higher conversion efficiencies than those of P-type solar cells. We also plan to develop passivated emitter and rear cells in the future.

We sold 4.4 MW and 46.4 MW of solar cells in 2005 and 2006, respectively. In 2007, the shipment of our solar power products amounted to 74.0 MW, including 70.0 MW of solar cells sold, 2.4 MW of solar cells processed under OEM arrangements, and 1.6 MW of modules sold. We had net revenues of $13.7 million, $149.5 million and $234.9 million in 2005, 2006 and 2007, respectively. We incurred a net loss of $0.3 million in 2005, had net income of $11.8 million in 2006 and incurred a net loss of $4.9 million in 2007.

Products We currently design, develop, manufacture and sell solar cells. A solar cell is a device made from a silicon wafer that converts sunlight directly into electricity by a process known as the photovoltaic effect. Currently, we produce both monocrystalline and multicrystalline silicon solar cells. In addition to standard P-type solar cells, we commenced mass commercial production of selective emitter cells, an improved version of the P-type solar cells that we and most other solar cell manufacturers produce, in the fourth quarter of 2007. The following table sets forth a sample of the types of solar cells we offered in 2007 with the specifications indicated.

As a Percentage of Total Output Average Highest in 2007 as Dimensions Conversion Conversion Peak Power Measured by Monocrystalline or Multicrystalline Solar Cell (mm×mm) Efficiency (%) Efficiency (%) (W) MW (%) Monocrystalline silicon solar cell 125×125 16.0 18.4 2.7 73.8 156×156 16.2 18.0 4.3 4.8 Multicrystalline silicon solar cell 125×125 15.3 17.1 2.7 3.2 156×156 15.3 17.5 4.3 18.2

We produce a test batch of solar cells from each shipment of silicon wafers that we receive, and return the wafers if the quality is below our standards. However, normal variation in the quality of silicon wafers in shipments that meet our standards will still result in the production of a certain proportion of solar cells that do not meet our customers' specifications. We refer to these solar cells as being off-specification. We sell off-specification solar cells at a discount to recover some or all of the expense we incur in the production process. Off-specification solar cells can be difficult to sell and the market price for them is volatile.

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In addition to solar cells, we also sell limited quantities of polysilicon and solar cell modules.

Manufacturing Process The manufacturing process for our solar cells, other than selective emitter cells, includes the following main steps:

• Chemical treatment of silicon wafers. We first fabricate a textured structure on the wafer surface through chemical treatment to reduce the reflection of sunlight. The chemical treatment process for monocrystalline silicon wafers produces a "pyramid-textured surface," which traps sunlight into the silicon. For multicrystalline silicon wafers, a similar type of surface structure cannot be readily formed with traditional process technology. We adopt an advanced process that allows the formation on multicrystalline silicon wafers of a similar surface structure to that of monocrystalline silicon wafers. We believe that this technology helps us to achieve high conversion efficiencies for the multicrystalline silicon solar cells that we manufacture.

• Diffusion process. Diffusion is a thermal process through which we selectively incorporate impurities into the silicon wafer and form an electrical field within the surface region of the wafer. We have developed different diffusion processing parameters for refined low-grade silicon wafers and off-specification wafers in order to achieve optimal efficiency for these wafers.

• Edge isolation. We achieve electrical isolation between the front and back surfaces of the silicon wafer through a process known as edge isolation. In addition to using the conventional method of edge isolation, which is etching the edge with plasma, we are also using chemical etching technology. Chemical etching technology is more appropriate for the treatment of off-specification wafers, and should decrease manufacturing costs and reduce waste gas emissions.

• Surface passivation. Surface passivation refers to the process of applying an anti-reflection coating to the front surface of the solar cell to reduce the chemical reaction detrimental to the formation of the electrical current. Our surface passivation technology ensures the appropriate thickness and refractive index of the coating to achieve high conversion efficiencies.

• Screen printing and firing. We screen print negative and positive metal contacts, or electrodes, on the solar cell. Silicon and metal electrodes are then connected through an electrode firing process in a furnace at a high temperature. The match between the printing parameters and firing conditions is crucial for the solar cell performance. We have developed proprietary technology in this respect which facilitates our usage of silicon wafers as thin as 200 microns.

Manufacturing Capacity and Manufacturing Facilities Since our inception in August 2004, we have significantly expanded our manufacturing capacity to capture a larger portion of the market opportunity for our solar cells. We completed construction on a green-field site and started trial production of our first manufacturing line with a production capacity of 32 MW per year, assuming the use of 156-millimeter monocrystalline silicon wafers, in June 2005. We sold 4.4 MW of solar cells in 2005.

We completed our second to sixth solar cell manufacturing lines and started generating revenues from these lines in 2006. Our fourth line, which achieved full-scale manufacturing capacity in November 2006, produces selective emitter solar cells rather than the standard P-type solar cells. We sold 46.4 MW of solar cells in 2006. In 2007, the shipment of our solar power products amounted to 74.0 MW, including 70.0 MW of solar cells sold, 2.4 MW of solar cells processed under OEM arrangements and 1.6 MW of modules sold.

As of December 31, 2007 and as of the date of this report, we have six solar cell manufacturing lines with an aggregate annual production capacity of 192 MW, assuming the use of 156-millimeter monocrystalline silicon wafers. Our actual output of solar cells depends on the size of the silicon wafers that we use; historically we have

Table of Contents used a mix of monocrystalline and multicrystalline silicon wafers, each in sizes of 125 millimeters and 156 millimeters. Our actual output does not match our production capacity because we cannot obtain sufficient supply of 156-millimeter wafers, as most of our suppliers and most of the suppliers in China sell the smaller size. To the extent we use smaller wafers or multicrystalline wafers, our actual production will be less than our production capacity. We plan to increase our aggregate production capacity of solar cells to approximately 320 MW per year, assuming the use of 156-millimeter monocrystalline silicon wafers, by the end of 2008 with ten manufacturing lines in total, five of which will be capable of producing selective emitter solar cells.

We use high-precision manufacturing equipment sourced worldwide to enhance the quality of our finished products. With customized designs, we assemble such equipment into streamlined manufacturing lines to improve the efficiency of our manufacturing processes. We also leverage our location in China to purchase, from domestic suppliers, low-cost equipment with quality comparable to imported machinery.

The table below sets forth a summary of our current manufacturing lines for solar cells as of the date of this report:

Annualized

Manufacturing

Time of Achieving Full- Capacity(1) scale Manufacturing Solar Cell Manufacturing Line Capacity (in MW) Line 1 August 2005 32 Line 2 May 2006 32 Line 3 June 2006 32 Line 4 November 2006(2) 32 Line 5 November 2006 32 Line 6 December 2006 32

Total 192

(1) Calculated by assuming the use of 156-millimeter monocrystalline silicon wafers, with assumptions regarding the number of cells per month and the conversion rates of those cells.

(2) Produces selective emitter solar cells.

Raw Materials Silicon wafers are the most important raw materials for producing solar cells, with monocrystalline and multicrystalline silicon wafers as the most commonly used materials. We can produce solar cells with either of these types of silicon wafers, and this dual capability provides us with flexibility in raw material procurement.

We seek to procure silicon wafers from various suppliers, including manufacturers and trading companies, most of which are located in China. In addition, we procure polysilicon, silicon ingots and other silicon-based raw materials throughout the various segments of the supply chain, and outsource the production of silicon wafers from these raw materials under toll manufacturing arrangements with third parties. Sometimes, we sell polysilicon raw materials to wafer manufacturers and purchase silicon wafers from them under buy-and-sell arrangements. In order to meet a portion of our raw material requirements, we also enter into buy-and-sell arrangements with some of our customers, under which we secure silicon wafers from some of our customers, and sell solar cells to them in return.

In 2007, our principal suppliers of silicon wafers and other silicon-based raw materials included Jiangxi LDK Solar Hi-Tech Co. Ltd., Luoyang Zhonggui High-tech Co., Ltd., Changzhou Xiandai Communications Optic Fiber Co., Ltd., ET Solar Industry Limited, and Changzhou EGing Photovoltaic Technology Co., Ltd. Our top five suppliers supplied approximately 37.8% of silicon wafers and other silicon raw material supplies that we procured in 2007. Historically, a majority of our silicon wafers and other silicon-based raw materials are supplied

Table of Contents pursuant to supply contracts with one year or shorter terms or purchase orders, so the composition of our top suppliers changes from year to year. We seek to enter into additional long-term supply contracts or framework agreements. However, the pricing terms under our framework agreements generally are subject to further negotiation, and in the event that we cannot reach agreement on the pricing terms with the suppliers in the future, those agreements may not be enforceable.

Our manufacturing process also involves metallic paste, chemicals and other materials. We secure these raw materials from multiple vendors who have demonstrated good quality control and reliability.

Quality Assurance and Customer Support and Service Our quality control consists of three components: incoming inspection through which we ensure the quality of the raw materials that we source from third parties, in-process quality control of our manufacturing processes, and output quality control of finished products through inspection and testing. We have received the ISO 9001:2000 certification for our quality assurance programs, which we believe demonstrates our technological capabilities and instills customer confidence. We adhere to strict standards when testing the conversion efficiency of our products to ensure that our products perform to specified standards.

A team within our sales group works closely with our quality assurance group to provide customer support and service. We emphasize gathering customer feedback for our products and timely addressing customer concerns. Our customer support and service team also provides our customers with training and consultation with respect to the application of our products.

Customers and Markets We sell our solar cells primarily to module manufacturers, who assemble our cells into solar modules and solar power systems for use in various markets, particularly European markets. We also outsource to third parties the manufacturing of solar modules from our solar cells or purchase solar modules from third parties for sale of such solar modules to our customers. In 2007, solar module sales accounted for only 2.5% of our revenues and we do not plan to substantially increase our solar module sales in the near future. In 2007, our major customers included Wuxi Guofei Green Energy Source Co., Ltd., aleo solar AG, Solarwatt AG, Canadian Solar (Changshu) Co., Ltd. and Canadian Solar (Suzhou) Co., Ltd. In 2007, our top five customers contributed 56.9% of our net revenues. Sales to each of Wuxi Guofei Green Energy Source Co., Ltd. and aleo solar AG contributed over 10% of our net revenues for the year ended December 31, 2007.

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We currently make a majority of our sales to customers located in China. We also sell our solar power products to customers located in Germany, Italy and other countries. The following table sets forth by region our net revenues derived from sales of our products for the periods indicated:

Year Ended December 31, 2005 2006 2007 (in thousands, except percentages) Europe: —Germany $ 173 1.2% $ 15 — $ 62,314 26.5% —Italy — — 12,235 8.2% 8,980 3.8 —Netherlands 7 0.1 8,957 6.0 — — —Others — — 175 0.1 1,803 0.8 Europe Total 180 1.3 21,382 14.3 73,097 31.1 PRC 13,487 98.1 119,238 79.7 151,058 64.3 South Africa 6 — 3,712 2.5 83 — South Korea — — 3,183 2.1 6,419 2.8 Others 77 0.6 2,006 1.4 4,251 1.8 Total net revenues $ 13,750 100.0% $ 149,521 100.0% 234,908 100%

In order to continue growing our sales and to reduce our reliance on any particular market segment, we intend to broaden our geographic presence and customer base. While we expect China will continue to be one of our most significant markets for the foreseeable future, we plan to expand our sales of solar cells to several overseas solar power markets, including European countries and those countries and regions with growing demand or market potential for solar power products, such as the United States, Korea and other Asian countries and regions.

We sell our products primarily under sales contracts, purchase orders and buy-and-sell arrangements, as follows:

• Sales contracts and purchase orders. Historically, we entered into sales contracts of various terms with our customers and were obligated to deliver solar cells according to a pre-agreed price and schedule during the term of the contract. Given the strong industry demand for solar cells and the volatility in average selling prices of silicon raw materials and solar cells in recent periods, a substantial portion of our contracts now provide for re-negotiation of price terms based on regular pricing reviews every three or six months or provide for adjustment of pricing terms when the change in exchange rate reaches certain benchmarks. Depending on their credit history with us, we may grant our large customers credit terms, usually within one month, according to our current credit policy. With respect to the other customers, we typically request full payment before or upon shipment. We also sell our solar cells via purchase orders placed by our customers.

• Buy-and-sell arrangements. Under buy-and-sell arrangements, we obtain silicon wafer supplies from our customers, and are obligated to sell solar cells to them in return. The payment we make for the wafers and the payment our customers make for the solar cells are either settled separately or sometimes offset against each other.

We also process silicon wafers provided by our customers into solar cells under OEM arrangements, and we charge processing fees from these customers.

In October 2007, we entered into a framework agreement with aleo solar AG under which it agreed to purchase 10 MW and 20 MW of our solar cells in the first half and the second half of 2008, respectively. The prices of our solar cells under this agreement for the first half of 2008 are fixed, and the prices for the subsequent deliveries are to be further negotiated. In February 2007, we entered into a framework sales contract with Wuxi Guofei Green Energy Source Co., Ltd., under which it agreed to purchase a total of 60 MW of our solar cells in 2007 and 2008. The prices of our solar cells under this contract for the first quarter of 2007 were fixed, and the prices for subsequent deliveries have been and are to be negotiated quarterly.

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Sales and Marketing We market and sell our solar power products worldwide through our direct sales force, which is based in our facilities in Nanjing, China. Our marketing programs include industrial conferences, trade fairs, sales training, advertising and public relation events. Our sales and marketing groups work closely with our research and development and manufacturing groups to coordinate our product development activities, product launches and ongoing demand and supply planning. We plan to establish a global sales network and have expanded our sales network by establishing two regional offices, one in Shanghai, China and the other in Munich, Germany.

Historically, the identity of our customers has changed substantially from year to year. We aim to further develop long-term relationships with key customers that are market leaders or strong niche players in their respective industrial or geographic segments. We believe that these customers will provide consistent revenue streams to minimize business volatility, and we target to achieve a substantial portion of our total net revenues from sales to strategic customers. We believe that our focus on solar cell manufacturing minimizes our conflict of interest with module manufacturers and enables us to establish and maintain long-term partnerships with our customers. We only engage in sales of modules under limited circumstances, and sales of modules only account for a few percentage points of our net revenues each year. As more and more module manufacturers are based in China, our proximity to our customers gives us competitive advantages, such as rapid delivery, effective communication and efficient post-sale services. To further diversify our customer base, which currently consists primarily of module manufacturers, we will seek to increase our sales to system integrators and develop customers in the market for specialty applications, such as, solar power streetlights and traffic lights.

Intellectual Property As of the date of this report, we have three patents in China, one of which relates to process technologies for the manufacture of N-type solar cells, and the other two of which relate to utility models for N-type solar cells. In addition, we have two patent applications pending in China, one of which relates to manufacture of selective emitter solar cells, and the other to rectification of bowed solar cells. We intend to continue to assess appropriate opportunities for patent protection of those aspects of our technology that we believe provide significant competitive advantage to us.

We also rely on a combination of trade secrets and employee contractual protections to establish and protect our proprietary rights. We believe that many elements of our solar power products and manufacturing processes involve proprietary know-how, technology or data that are not covered by patents or patent applications, including technical processes, equipment designs, algorithms and procedures. We have taken security measures to protect these elements. All of our research and development personnel have entered into confidentiality and proprietary information agreements with us. These agreements address intellectual property protection issues and require our employees to assign to us all of their inventions, designs and technologies that they develop primarily utilizing our resources or when performing their duties during their employment.

We filed trademark applications for "NPV," "SUNERGY," and "CSUN" as well as several logos with the PRC Trademark Office in 2006 and 2007. The registrations for these trademarks have not been completed and, under PRC law, we have not obtained proprietary rights to these trademarks yet. Further, CEEG and Sunergy Nanjing entered into two trademark license agreements effective as of February 9, 2006 and June 7, 2006, respectively, pursuant to which CEEG granted to Sunergy Nanjing the rights to use the trademarks of "CEEG" and its Chinese characters in Sunergy Nanjing's ordinary business for ten years.

Competition The market for solar cells is highly competitive and continually evolving. We expect to face increased competition, which may result in price reductions, reduced margins or loss of market share. We believe that the key competitive factors in the market for solar cells include:

• manufacturing efficiency;

• conversion efficiency and performance;

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• price;

• strength of supplier relationships; and

• reputation.

Our competitors include solar power divisions of large conglomerates such as BP Solar, Kyocera, Sanyo and Sharp Corporation, as well as specialized cell manufacturers such as Motech Industries Inc., Q-Cells AG, Suntech Power Holdings Co., Ltd., Solarfun Power Holdings Co. Ltd. and JA Solar Holdings Co., Ltd. Some of our competitors have also become vertically integrated, from upstream polysilicon manufacturing to solar power system integration, such as Renewable Energy Corporation ASA.

Many of our competitors are developing or currently producing products based on alternative solar power technologies, such as thin-film technologies, which may ultimately have costs similar to, or lower than, our projected costs. We expect that we will also need to compete with new entrants to the solar power market. In addition, the entire solar power industry also faces competition from conventional and non-solar renewable energy technologies.

REGULATION This section sets forth a summary of the most significant regulations or requirements that affect our business activities in China or our shareholders' rights to receive dividends and other distributions from us.

Renewable Energy Law and Other Government Directives In February 2005, China enacted its Renewable Energy Law, which became effective on January 1, 2006. The Renewable Energy Law sets forth policies to encourage the development and use of solar energy and other non-fossil energy. The renewable energy law sets out the national policy to encourage and support the use of solar and other renewable energy and the use of on-grid generation. It also authorizes the relevant pricing authorities to set favorable prices for the purchase of electricity generated by solar and other renewable power generation systems.

The law also sets out the national policy to encourage the installation and use of solar energy water-heating systems, solar energy heating and cooling systems, solar photovoltaic systems and other solar energy utilization systems. It also provides the general principles regarding financial incentives for the development of renewable energy projects. The projects, as listed in the renewable energy industry development guidance catalogue, may obtain preferential loans from financial institutions and can enjoy tax preferences. The State Council is authorized to stipulate the specific tax preferential treatments. However, so far, no rule has been issued by the State Council pertaining to this matter. In January 2006, China's National Development and Reform Commission promulgated two implementation directives of the Renewable Energy Law. These directives set out specific measures in setting prices for electricity generated by solar and other renewal power generation systems and in sharing additional expenses occurred. The directives further allocate the administrative and supervisory authorities among different government agencies at the national and provincial levels and stipulate responsibilities of electricity grid companies and power generation companies with respect to the implementation of the Renewable Energy Law. In July 2007, China's National Development and Reform Commission further

Table of Contents promulgated an implementation directive of the Renewable Energy Law. The directive stipulates the responsibility of electricity grid companies to buy all electricity generated by renewable energy power generation systems.

China's Ministry of Construction also issued directives in September 2006 and February 2007, which seek to expand the use of solar energy in residential and commercial buildings and encourages the increased application of solar energy in different townships. In addition, the State Council promulgated a directive in July 2005 which sets out specific measures to conserve energy resources.

Environmental Regulations We are subject to a variety of governmental regulations related to environmental protection. The major environmental regulations applicable to us include the Environmental Protection Law of the PRC, the Law of PRC on the Prevention and Control of Water Pollution, Implementation Rules of the Law of PRC on the Prevention and Control of Water Pollution, the Law of PRC on the Prevention and Control of Air Pollution, Implementation Rules of the Law of PRC on the Prevention and Control of Air Pollution, the Law of PRC on the Prevention and Control of Solid Waste Pollution, and the Law of PRC on the Prevention and Control of Noise Pollution.

We are in compliance with present environmental protection requirements in all material aspects and have all necessary environmental permits to conduct our business. Our operations are subject to regulation and periodic monitoring by local environmental protection authorities.

Restriction on Foreign Ownership The principal regulation governing foreign ownership of solar power businesses in the PRC is the Foreign Investment Industrial Guidance Catalogue, effective as of December 1, 2007, or the Catalogue. The Catalogue classifies the various industries into four categories: encouraged, permitted, restricted and prohibited. As confirmed by the government authorities, Sunergy Nanjing, our operating subsidiary, is engaged in an encouraged industry. Sunergy Nanjing is permitted under the PRC laws to be wholly owned by a foreign company. Sunergy Nanjing is, accordingly, also entitled to certain preferential treatments granted by the PRC government authorities, such as exemption from tariffs on equipment imported for its own use.

Tax PRC enterprise income tax is calculated primarily on the basis of taxable income determined under PRC accounting principles. In accordance with Income Tax Law of China for Enterprises with Foreign Investment and Foreign Enterprises promulgated as of April 9, 1991 and effective as of July 1, 1991, or the Income Tax Law, and the related implementing rules, foreign-invested enterprises incorporated in the PRC were generally subject to an enterprise income tax rate of 33% (30% of state income tax plus 3% of local income tax). The Income Tax Law and the related implementing rules provided certain preferential tax treatments to foreign-invested enterprises which were established in certain areas in the PRC.

Sunergy Nanjing, a foreign-invested enterprise engaged in a manufacturing business and established in Nanjing, which is within a coastal economic zone, was entitled to a preferential enterprise income tax rate of 24%. As a wholly foreign owned enterprise engaged in a manufacturing business, Sunergy Nanjing was also entitled to a two-year exemption from the enterprise income tax for its first two profitable years of operation, which were 2006 and 2007, and to a 50% reduction of its applicable income tax rate for the succeeding three years, which would be 2008, 2009 and 2010. To enjoy the above preferential treatment, the operation duration of Sunergy Nanjing shall be no less than 10 years.

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On March 16, 2007, the National People's Congress, enacted the New EIT Law. On December 6, 2007, the State Council adopted the Implementing Regulation for the New EIT Law. Both the New EIT Law and its Implementing Regulation became effective on January 1, 2008. Under the New EIT Law and its Implementing Regulation, foreign-invested enterprises and domestic companies would be subject to enterprise income tax at a uniform rate of 25%. On December 26, 2007, State Council of China promulgated the circular on implementation of enterprise tax transition preferential policy, or the Circular. Under the New EIT Law, the Implementing Regulation and the Circular, enterprises that were established and already enjoyed preferential tax treatments before March 16, 2007 will continue to enjoy them (i) in the case of preferential tax rates, for a period of five years from January 1, 2008, and the enterprises that previously enjoyed the tax rate of 24% shall be subject to the tax rate of 25% as of 2008, and (ii) in the case of preferential tax exemption or reduction for a specified term, until the expiration of such term. Therefore, Sunergy Nanjing is subject to an applicable income tax rate of 12.5% in 2008, 2009 and 2010.

Pursuant to the Provisional Regulation of China on Value Added Tax and its implementing rules, all entities and individuals that are engaged in the sale of goods, the provision of processing, repairs and replacement services and the importation of goods into China are generally required to pay value added tax, or VAT, at a rate of 17.0% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayer. Further, when exporting goods, the exporter is entitled to a portion or all of the refund of VAT that it has already paid or borne. Accordingly, Sunergy Nanjing is subject to the 17.0% VAT with respect to its sales of solar cells in China, while Sunergy Nanjing's export sales of solar cells is exempt from such VAT.

Foreign Currency Exchange The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations (1996), as amended in 1997. Under these regulations, the RMB is freely convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for capital account items, such as direct investment, loan, repatriation of investment and investment in securities outside China, unless the prior approval of SAFE is obtained.

Pursuant to the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), foreign-invested enterprises in China may purchase or remit foreign exchange, subject to a cap approved by the SAFE, for settlement of current account transactions without the approval of the SAFE. Foreign exchange transactions under the capital account are still subject to limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental authorities.

The business operations of Sunergy Nanjing, which are subject to the foreign currency exchange regulations, have all been in compliance with these regulations.

Dividend Distribution The principal regulations governing distribution of dividends of wholly foreign-owned enterprises include the Wholly Foreign-owned Enterprise Law (1986), as amended by the Decision on Amending the Law of the PRC on Wholly Foreign-owned Enterprise (2000), and the Implementing Rules of the Wholly Foreign-owned Enterprise Law (1990), as amended by the Decision of the State Council on Amending the Implementing Rules of the Law of the PRC on Wholly Foreign-owned Enterprises (2001).

Under these regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, wholly foreign owned enterprises in China are required to set aside at least 10% of their respective after-tax profits based on PRC accounting standards each year, if any, to fund its general reserves fund, until the accumulative amount of such reserves reaches 50% of its registered capital. These reserves are not distributable as cash dividends. A wholly foreign owned enterprise is also required to allocate a portion of its after-tax profits, as determined by its board of directors, to its staff welfare and bonus funds.

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Intellectual Property Rights The Patent Law (1984), as amended by the Decision on Amending the Patent Law (2000), and the Implementing Rules of the Patent Law (2001), as amended by the Decision on Amending the Implementing Rules of the Patent Law (2002) provide for the application and protection of patents. An invention patent shall be valid for twenty years and an external design patent and a utility model patent shall be valid for ten years, commencing on their application dates, respectively. Any persons or entities using a patent without the consent of the patent owner, making counterfeits of patented products, or conducting other activities which infringe upon patent rights will be held liable for compensation to the patent owner, fines charged by the administrative authorities and even criminal punishment. Our operating subsidiary, Sunergy Nanjing, has three patents in China, one of which relates to process technologies for the manufacture of N-type solar cells, and the other two of which relate to utility models for N-type solar cells.

The Trademark Law of the PRC (1986), as amended in 2002, and the Implementing Regulations of the Trademark Law (2002) provide for the application, protection and license of trademarks. A registered trademark shall be valid for ten years, commencing on the date of registration and can be renewed by an application made within six months before expiration. The renewed registration shall also be valid for ten years and can be renewed unlimitedly. We filed trademark applications for "NPV," "SUNERGY," "CSUN" as well as several logos with the PRC Trademark Office in 2006 and 2007, respectively. The registrations for these trademarks have not been completed and, under PRC law, we have not obtained proprietary rights to these trademarks yet.

Labor and Work Safety The laws and regulations governing the labor relations for enterprises and institutions in the PRC include Labor Law of the PRC (1995), or the Labor Law. Contracts must be formed if labor relationships are established between entities and their laborers. The Labor Law sets limits on the maximum number of hours a laborer can work, and entities must establish and continuously develop its system for labor safety and sanitation, strictly abide by national rules and standards on labor safety and sanitation, provide laborers with safety and sanitation conditions and educate laborers on labor safety and sanitation. The government provides additional protection to female staff and workers and juvenile workers.

On June 29, 2007, the National People's Congress enacted the Labor Contract Law of the PRC, or the Labor Contract Law, which came into effect as of January 1, 2008. The Labor Contract Law imposes stricter requirements in terms of signing labor contracts, paying remuneration, stipulating probation and penalties and dissolving labor contracts.

The laws and regulations governing the labor relations also include the Work Safety Law of the PRC (2002), the Regulation on Occupational Injury Insurance (2004), the Interim Measures Concerning the Maternity Insurance (1995), the Interim Regulations on the Collection and Payment of Social Insurance Premiums (1999) and its interim measures (1999), and the Regulation on the Administration of Housing Fund (2002).

Sunergy Nanjing is subject to the above laws and regulations.

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C. Organizational Structure The following diagram illustrates our company's organizational structure, and the place of formation, ownership interest and affiliation of each of our subsidiaries as of the date hereof.

* China Electric Equipment Group Co., Ltd, or CEEG, holds the remaining 5% of the equity interest in Sunergy Shanghai.

In November 2007, Sunergy BVI and CEEG jointly incorporated China Sunergy (Shanghai) Co., Ltd., or Sunergy Shanghai., in which we hold a 95% interest, and CEEG a 5% interest. According to our current plan, Sunergy Shanghai will primarily engage in solar power research and development activities, and we plan to complete the construction of a research and development center in Shanghai in the first half of 2009.

In December 2007, Sunergy BVI incorporated Sunergy Hong Kong in Hong Kong. During the same month, Sunergy BVI transferred all its equity interest in Sunergy Nanjing to Sunergy Hong Kong, as a result of which Sunergy Hong Kong became the direct holding company of our principal operating subsidiary, Sunergy Nanjing. In November 2007, Sunergy BVI incorporated China Sunergy Europe GmbH in Munich, Germany.

D. Property, Plant and Equipment We conduct our research, development and manufacturing of solar cells at our facilities in Nanjing, China, where we occupy a site area of approximately 53,000 square meters. These facilities include office premises with a total floor space of approximately 9,600 square meters and manufacturing facilities with a total floor space of approximately 10,600 square meters that can accommodate up to six solar cell manufacturing lines. In addition, Sunergy Nanjing and CEEG, an entity controlled by Mr. Tingxiu Lu, our chairman, entered into an agreement on December 20, 2006. Pursuant to the agreement, CEEG granted Sunergy Nanjing an option to purchase, prior to December 31, 2007, the right to use a parcel of land of approximately 26,000 square meters at a price of approximately $0.5 million. On July 23, 2007, CEEG and Sunergy Nanjing entered into a land use right transfer agreement, under which Sunergy Nanjing purchased the use right to the foregoing parcel of land at a price of approximately $1.2 million, which was equivalent to the valuation price. Sunergy Nanjing agreed to increase the purchase consideration to avoid that the land be compulsorily acquired by the government due to the price being significantly lower than the valuation price. We are in process of constructing facilities on this land in order to install four additional solar cell manufacturing lines.

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In 2007, we pledged our certain raw materials and inventories with a total value of approximately $61.7 million to secure repayment of our short-term borrowings of approximately $28.7 million due in 2008. We have repaid these short-term borrowings in the first quarter in 2008. In January and February 2008, we pledged raw materials and inventories with a total value of approximately $26.1 million to secure our repayment of short-term borrowings of approximately $15.7 million that will become due in January and February 2009, respectively.

We are currently in the process of securing land use rights to a plot of land in Shanghai, and we plan to complete the construction of a research and development center in Shanghai in the first half of 2009.

We maintain property insurance policies with reputable insurance companies for covering our equipment, facilities, buildings and their improvements, and office furniture. These insurance policies cover losses due to fire, earthquake, flood and a wide range of other natural disasters. We maintain director and officer liability insurance for our directors and executive officers. Our insurance products contain various coverage limits and deductibles. We do not currently maintain product liability insurance or business interruption insurance. We have appointed an insurance broker to provide us with proposals for insurance coverage for our company, and we plan to enlarge our coverage during 2008.

ITEM 4A. UNRESOLVED STAFF COMMENTS Not Applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report on Form 20-F. This report contains forward-looking statements. See "Introduction— Forward-Looking. Information." In evaluating our business, you should carefully consider the information provided under the caption "Risk Factors" in this annual report on Form 20-F. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.

A. Overview Overview We sell our solar cell products mostly to module manufacturers and, to a lesser extent, to system integrators, who assemble our cells into solar modules and solar power systems for use in various markets. We commenced business operations in August 2004 through Sunergy Nanjing, a limited liability company established in China. Our holding company incorporated in the British Virgin Islands, Sunergy BVI, acquired all of the equity interests in Sunergy Nanjing in April 2006 through a series of transactions that have been accounted for as a legal reorganization. In anticipation of our initial public offering, we incorporated Sunergy in the Cayman Islands as a listing vehicle on August 4, 2006. Sunergy acquired all of the equity interests in Sunergy BVI upon its issuance of shares to the existing shareholders of Sunergy BVI on August 30, 2006 in exchange for all shares of equivalent classes that these shareholders previously held in Sunergy BVI, and Sunergy BVI became our wholly owned subsidiary. In December 2007, Sunergy BVI incorporated Sunergy Hong Kong in Hong Kong. During the same month, Sunergy BVI transferred all of the equity interests in Sunergy Nanjing to Sunergy Hong Kong, which became our direct holding company. We conduct substantially all of our operations through Sunergy Nanjing.

Our management's operational expertise and execution capability, coupled with our strong research and development capabilities, have allowed us to rapidly install our solar cell manufacturing lines and expand our manufacturing capacity. As of the date of this report, we had six solar cell manufacturing lines with an aggregate production capacity of 192 MW per year, assuming the use of 156-millimeter monocrystalline silicon wafers. We plan to increase our aggregate production capacity of solar cells to approximately 320 MW per year, assuming

Table of Contents the use of 156-millimeter monocrystalline silicon wafers, by the end of 2008. Our research and development efforts focus on continually enhancing our solar cell conversion efficiencies, which measure the ability of solar power products to convert sunlight into electricity, and improving our manufacturing operations. We commenced commercial production of selective emitter cells in the fourth quarter of 2007. In addition, we are focusing on the development of advanced process technologies for manufacturing new products, such as N-type solar cells, which generally have higher conversion efficiencies than those of P-type solar cells. We also plan to develop passivated emitter and rear cells in the future.

We sold 4.4 MW and 46.4 MW of solar cells in 2005 and 2006, respectively. In 2007, the shipment of our solar power products amounted to 74.0 MW, including 70.0 MW of solar cells sold, 2.4 MW of solar cells processed under OEM arrangements and 1.6 MW of modules sold. We had net revenues of $13.7 million, $149.5 million and $234.9 million in 2005, 2006 and 2007, respectively. We incurred a net loss of $0.3 million in 2005, had a net income of $11.8 million in 2006 and incurred a net loss of $4.9 million in 2007.

We operate and manage our business as a single segment.

The most significant factors that affect our financial performance and results of operations are:

• industry demand;

• availability, price and quality of silicon raw materials, primarily silicon wafers;

• manufacturing capacity;

• pricing of our solar cells;

• pace of advancement in process technologies; and

• seasonality of our operations.

Industry Demand Our business and revenue growth have been primarily driven by the growing industry demand and our ability to attract new customers and expand our manufacturing capacity at the same time. The solar power market has grown rapidly in the past several years. According to Solarbuzz, the global solar power market, as measured by annual solar power system installed capacities, increased from 598 MW in 2003 to 2,826 MW in 2007, representing a CAGR of 47.4%. Under the lowest of three different projections, Solarbuzz expects that annual solar power system installed capacities will further increase to 6,179 MW in 2012. Solar power industry revenues are expected to increase from $17.2 billion in 2007 to $23.7 billion in 2012, representing a CAGR of 8.3%. We believe that growth in the near term will be constrained by the current shortage of silicon raw materials, but is expected to accelerate after 2008.

We believe that the following factors will continue to drive the growth of the solar power industry:

• government incentives for solar power;

• growing demand for electricity, supply constraints and desire for energy security; and

• growing awareness of the advantages of solar power.

Availability, Price and Quality of Silicon Raw Materials Silicon wafers are the most important raw material from which our solar cells are made. To manufacture silicon wafers, polysilicon is melted and processed into crystalline silicon ingots, which are then sliced into wafers. There is currently an industry-wide shortage of polysilicon due to the growing demand for solar power products. According to Solarbuzz, the average long-term supply contract price of polysilicon is expected to increase from $60-$65 per kilogram in 2007 to $65-$75 per kilogram in 2008. In addition, spot prices for

Table of Contents polysilicon were, in some cases, as high as $400 per kilogram in 2007. Increases in the price of polysilicon have resulted in the increases in the price of silicon wafers. We believe that the average price of polysilicon and silicon wafers will remain at historically high levels or even increase in the foreseeable future until a significant portion of polysilicon manufacturing capacity currently under construction becomes available.

We purchase silicon wafers from wafer manufacturers and trading companies. To address the current shortage of silicon wafers, we also procure polysilicon, silicon ingots and other silicon-based raw materials from various suppliers, and outsource the production of silicon wafers from these raw materials under toll manufacturing arrangements with third parties. Toll manufacturing is a type of contract manufacturing frequently used in the solar power industry, in which part of the manufacturing process is outsourced to qualified third parties, or toll manufacturers. We also secure silicon wafers from some of our customers, and sell solar cells to them in return. Generally, the pricing terms under our framework agreements are to be further negotiated. However, our procurement efforts may not ensure a continuously adequate supply of silicon raw materials at commercially viable prices to meet our solar cell production requirements. See Item 3, "Key Information—Risk Factors—Risks Related to Our Company and Our Industry—The current industry-wide shortage of silicon raw materials may constrain our revenue growth and decrease our gross margins and profitability." In addition, partly as a result of the industry-wide shortage, we have, from time to time, faced a shortage of silicon raw materials and experienced late or non-delivery from suppliers and have purchased silicon raw materials of lower grade quality that have resulted in lower conversion efficiency and reduced average selling price and revenues.

The procurement costs of silicon raw materials have accounted for a substantial majority of our cost of revenues since we began our commercial production of solar cells in August 2005. Increases in the price of silicon raw materials have previously increased our production costs and may continue to impact our cost of revenues and net income. Partially as a result of such increases, our gross margin decreased from 17.8% in 2006 to 7.7% in 2007.

Given the current state of the industry, suppliers of silicon raw materials typically require customers to make payments in advance of shipment. Our suppliers generally require us to make a prepayment at a certain percentage of the order value prior to shipping. As a result, our purchases of silicon raw materials have required us to make significant working capital commitments, and we are required to manage our borrowings and equity contributions to support our raw material purchases.

The silicon wafers required for the manufacture of N-type solar cells are different from those which are used for the manufacture of P-type solar cells. We cannot assure you that, if we are successful in commencing large-scale commercial production of N-type solar cells, we will be able to obtain adequate supply of such wafers.

Manufacturing Capacity In order to capture the market opportunity for our solar cell products, we have expanded, and plan to continue to expand, our manufacturing capacity. Increased capacity has had and could continue to have a significant effect on our results of operations, by allowing us to produce and sell more solar cell products generating higher revenues, and by lowering certain manufacturing costs resulting from economies of scale. In June 2005, we completed our first solar cell manufacturing line with a manufacturing capacity of 32 MW per year, and we started generating revenues from the first line in August 2005. We completed our second to sixth solar cell manufacturing lines and started generating revenues from these lines in 2006. We sold 46.4 MW of solar cells in 2006, and in 2007 we shipped 74.0 MW of solar power products including 70.0 MW of solar cells sold, 2.4 MW of solar cells processed under OEM arrangements and 1.6 MW of modules sold. Our net revenues in 2007 amounted to $234.9 million, compared to $149.5 million in 2006.

As of the date of this report, we have six solar cell manufacturing lines with an aggregate manufacturing capacity of 192 MW per year, assuming the use of 156-millimeter monocrystalline silicon wafers. Our actual output of solar cells depends on the size of the silicon wafers that we use; historically, we have used a mix of

Table of Contents monocrystalline and multicrystalline silicon wafers, each in sizes of 125 millimeters and 156 millimeters. Our actual output does not match our production capacity because we cannot obtain sufficient supply of 156-millimeter wafers, as most of our suppliers and most of the suppliers in China sell the smaller size. To the extent we use smaller wafers or multicrystalline wafers, our actual production will be less than our production capacity. To capture the expected growth in the industry demand, we are in the process of further expanding our manufacturing capacity of solar cells to approximately 320 MW per year, assuming the use of 156-millimeter monocrystalline silicon wafers, by the end of 2008.

Pricing of Our Solar Cells Solar cells are priced based on the number of watts of electricity they can generate and on their conversion efficiency. Pricing per watt of solar cells is principally affected by manufacturing costs, including the cost of silicon wafers, and the overall demand. Increased economies of scale and process technologies advancements in the past resulted in a steady reduction in manufacturing costs and the price per watt of solar cells. However, since 2004, price per watt of solar cells began rising gradually due to rapid demand growth worldwide and the resulting shortages of silicon raw materials. Following several years of increases, prices of solar cells declined gradually in early 2007 mainly due to decreases in subsidies or feed-in tariffs in major end-markets of solar power products, such as Germany, as well as increased production output around the world. From the third quarter of 2007, average selling prices of our solar cells have increased due to increasing demand for solar power products and the appreciation of the Renminbi.

We determine the power output of our solar cells based on their size and measured conversion efficiencies. We determine the price per watt of our solar cells based on the prevailing market prices when we enter into sales contracts with our customers or when our customers place purchase orders with us, taking into account the size of the contract or the purchase order, the strength, history and prospects of our relationship with the customer and our costs. Most of our customers pay premiums over the price of standard P-type cells for our selective emitter solar cells due to their higher conversion efficiency rates. The average selling prices of our solar cells were $3.22 per watt and $2.92 per watt in 2006 and 2007, respectively.

Pace of Advancement in Process Technologies Our cell products are priced based on the number of watts of electricity they can generate. Process technologies advancement is important because it helps increase conversion efficiencies of solar cells, thereby generating higher revenues per solar cell, and helps reduce the manufacturing cost of solar cells per watt. As a result, solar cell manufacturers, ourselves included, are continuously developing advanced process technologies for large-scale manufacturing.

We commenced commercial production of selective emitter cells, an improved version of the P-type solar cells that most solar cell manufacturers produce, in the fourth quarter of 2007. We began pilot production of HP cells during the same quarter. In addition, we are focusing on the development of advanced process technologies for manufacturing new products, such as N-type solar cells, which generally have higher conversion efficiencies than those of P-type solar cells.

Seasonality of Our Operations We believe that industry demand for solar power products may be affected by seasonality. Demand tends to be lower during the winter season from December to February, primarily because of adverse weather conditions in certain regions, which complicate the installation of solar power systems. Furthermore, as there are fewer working days for our China-based customers during Chinese New Year holidays, usually in January or February, our sales volumes and revenues tend to be lower during these periods. In addition, the prices of silicon raw materials also tend to decrease during such periods.

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Overview of Financial Results We evaluate our business using a variety of key financial measures.

Net Revenues Our net revenues are net of value-added tax. Factors affecting our net revenues include average selling price per watt, unit volume sold and product demand for our solar cells. In addition to sale of solar cells, in 2007 we derived revenues from selling silicon raw materials under our buy-and-sell arrangements with silicon wafer manufacturers and selling those raw materials that we could not use. We also outsource to third parties the manufacturing of solar modules from our solar cells or purchase solar modules from third parties, and sell these solar modules to our customers.

We began commercial shipment of solar cells in August 2005. Due to our limited output, we sold solar cells to a small number of customers in 2005. In 2006 and 2007, customers contributing 10% or more of our total net sales accounted for approximately 53.1% and 41.3% of our total net revenues, respectively. Each of Wuxi Guofei Green Energy Source Co., Ltd. and aleo solar AG contributed over 10% of net revenues for the year ended December 31, 2007.

The following table sets forth by region our total net revenues derived from sales of our products for the periods indicated:

Cost of Revenues and Operating Expenses The following table sets forth our cost of revenues and our operating expenses as a percentage of our total net revenues for the periods indicated.

Year Ended December 31, 2005 2006 2007 Cost of revenues 85.8% 82.2% 92.3% Operating expenses: Selling expenses 0.3 0.7 0.7 General and administrative expenses 11.5 6.6 5.8 Research and development expenses 0.4 0.4 1.1

Total operating expenses 12.2% 7.7% 7.6%

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Since we began commercial shipment of solar cells, our cost of revenues has stayed relatively flat and later decreased as a percentage of our total net revenues in 2005 and 2006 as we have been able to offset increases in silicon raw material costs, to a large extent, by increasing the prices of our solar cells, and to a lesser extent, by improving our process technologies and enhancing our economies of scale. However, our cost of revenues significantly increased as a percentage of our total net revenues in 2007, primarily due to the rising prices of silicon raw materials as a result of the industry-wide shortage of polysilicon and the decreases in the prices of off-specification solar cells.

Our operating expenses include general and administrative expenses, selling expenses and research and development expenses. In November 2004, Sunergy Nanjing amended its articles of association to effectively reduce the cash contribution requirement of certain of its shareholders, who were also our directors and officers. We accounted for this as forgiveness of shareholder receivables from certain shareholders of Sunergy Nanjing and recorded a non-cash compensation charge of approximately $0.8 million. Furthermore, in March 2006, two shareholders of Sunergy Nanjing transferred a 10% equity interest in Sunergy Nanjing to Sunergy Nanjing's other shareholders, who were also our directors and employees, and we accounted these transactions as a non-pro rata dividend distribution to the transferees. As a result, we recorded a non-cash compensation charge of approximately $3.7 million, equal to the fair value of the interest a transferee, Dr. Jianhua Zhao, our then president, received in excess of what he would have received had the distribution been made on a pro rata basis. In March 2006, Sunergy Nanjing also amended its articles of association to effectively reduce the cash contribution requirements on certain of its shareholders, who were also our directors and executive officers. We accounted for this as forgiveness of shareholder receivables from certain shareholders of Sunergy Nanjing and recorded a non-cash compensation charge of approximately $0.5 million. In the fourth quarter of 2006, we also recorded share-based compensation expenses of $0.1 million in connection with the grants of share options to certain employees.

Our total operating expenses as a percentage of our total net revenues fell from 12.2% in 2005 to 7.7% in 2006, as we ramped up production on lines two through six, and remained relatively flat through 2007, at 7.6%.

Cost of Revenues Our cost of revenues consists primarily of:

• Direct raw materials. Silicon raw materials, primarily in the form of silicon wafers, comprise a substantial majority of our cost of revenues. We expect our expenditures for silicon raw materials to continue to increase due to increases in the quantity of silicon raw materials we will need following the expansion of our manufacturing capacity and increases in the prices of silicon raw materials. In addition to silicon raw materials, direct raw materials involved in our production also include metallic paste and chemicals.

• Direct labor. Direct labor costs include salaries and benefits for manufacturing personnel. We expect direct labor costs to increase as we hire additional manufacturing personnel following the expansion of our manufacturing capacity.

• Overhead. Overhead costs include maintenance, utilities such as electricity and water used in manufacturing, and other support expenses associated with the manufacturing.

• Depreciation and amortization of manufacturing facilities and equipment. Due to our capacity expansion, our depreciation and amortization expenses have increased. We expect depreciation to increase in absolute terms in the future as we continue to expand our manufacturing capacity.

• Warranty costs. With respect to solar cell sales made with contractual warranty provisions, we accrue 0.5% of our net revenues as warranty costs at the time revenue is recognized. Our sales contracts concluded after December 2006 do not contain warranty provisions, which we believe is in line with the practice of other solar cell manufacturers in China. We do not expect to enter into solar cell sales

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contracts with warranty provisions in the future. We still accrue warranty costs for deliveries of solar cells under the contracts concluded before December 2006. With respect to solar modules, which are typically sold with a two-year warranty for defects in material and workmanship and a minimum power output warranty of up to 25 years following the date of purchase, we accrue 1.0% of our net revenues generated from module sales based on our competitors' accrual history and industry practice.

• Shipping and handling costs. Cost of revenues also includes shipping and handling costs of products bought from suppliers or sold to customers.

General and Administrative Expenses General and administrative expenses consist primarily of salaries and benefits for our administrative and finance and human resources personnel, expenses associated with our administrative offices, professional advisory fees and other compliance-related costs, bad debt provision as well as depreciation of equipment used for administrative purposes. Pursuant to PRC law, our board of directors has the discretion to allocate a portion of our after-tax profit to staff welfare and bonus funds, which may not be distributed to equity owners.

General and administrative expenses account for the largest part of our operating expenses. In 2006 and 2007, we also recorded share-based compensation expenses of $0.1 million and $0.5 million, respectively, in connection with the grants of share options to certain employees. Since 2004, our general and administrative expenses increased due to higher salaries, benefits, depreciation and other administrative costs we have incurred as a result of the expansion of our manufacturing capacity and sales volume. In 2007, the increase of our general and administrative expenses also increased as we hired additional personnel and incurred expenses to support our operations as a public company, including compliance-related costs.

Selling Expenses Selling expenses consist primarily of post-sale service expenses, sales employee salaries, travel and entertainment expenses, freight expenses, and other sales and marketing expenses.

We expect that our selling expenses will increase in absolute terms in the near term as we increase our sales efforts, hire additional sales personnel, develop new markets and initiate additional marketing programs to establish our brand name.

Research and Development Expenses Research and development expenses consist primarily of salaries and benefits for research and development personnel. Since the third quarter of 2006, our research and development expenses have also included costs of raw materials used in our research and development activities, and prototype costs and depreciation of equipment related to the design, development, testing and enhancement of our products and manufacturing processes. We expect our research and development expenses to increase as we plan to hire additional personnel for the research and development of our process technologies.

Share-based Compensation Expenses In 2006 and 2007, we entered into option award agreements pursuant to our share incentive plan. Under these option award agreements, we had outstanding options to purchase 1,586,900 ordinary shares as of December 31, 2007. See Item 6, "Directors, Senior Management and Employees— Compensation of Directors and Executive Officers—Share Incentive Plan." Changes in the amount of share-based compensation will primarily affect our general and administrative expenses, reported net income and earnings per share.

Under Statement of Financial Accounting Standard No. 123R, "Share-Based Payment," or SFAS No. 123R, which became effective on January 1, 2006, we are required to recognize share-based compensation as

Table of Contents compensation expense in our statement of operations based on the fair value of equity awards on the grant date, with the compensation expense recognized over the period in which the recipient is required to provide service in exchange for the award (usually the vesting period). This statement also requires us to adopt a fair value-based method of measuring the compensation expense related to share-based compensation. For options granted to employees, we record share-based compensation expenses for the fair value of the options at the grant date. We recognize such share-based compensation expenses over the vesting period of the options.

As of December 31, 2007, there was $1,856,288 in total unrecognized compensation expense related to unvested share-based compensation arrangements granted under the plan, which is expected to be recognized over a weighted-average period of 2.88 years.

Beneficial Conversion Feature To be consistent with our audited financial statements, all historical share information, per-share and conversion price information contained in the following two paragraphs has been retroactively adjusted to reflect a 100-for-one share split that became effective on April 24, 2007.

In 2006, we issued Series A, Series B and Series C preferred shares, all of which have automatically converted upon the completion of our initial public offering into the number of ordinary shares equal to the quotient of (a) the original subscription price plus all accrued and unpaid dividends, divided by (b) the conversion price, which initially equaled the original subscription price, subject to adjustments in the case of certain dilution events. The conversion prices were subject to certain earnings-based adjustments in the event our 2006 and 2007 net earnings, as defined in our then amended and restated memorandum of association, should be less than a predefined amount. For each of the preferred shares, we recognized an initial beneficial conversion feature, or BCF, based on the conversion price that would be in effect assuming we would not generate any additional income or issue any additional ordinary shares or other dilutive securities after the date of issuance. As of the Series A, Series B and Series C issuance dates, our earnings were below the pre-defined amounts. As such, we assumed that if there are no changes to the current circumstances other than the passage of time, the conversion price would be (a) approximately $0.0001 per share for both the Series A and Series B shares as there was no floor on the conversion price adjustment, and (b) $1.76 for the Series C shares, representing the adjustment floor (collectively the "Effective Conversion Price"). Based on this, we recorded a BCF, limited to proceeds received upon issuance, for the Series A, Series B and Series C preferred shares of $13,110,400, $27,999,948 and $6,941,170, respectively, during the year ended December 31, 2006. This amount was amortized immediately as a dividend to holders of the preferred shares as the preferred shares were convertible upon issuance.

As our 2006 net earnings were less than the pre-defined earnings target, the conversion prices of the Series A and Series B preferred shares were adjusted to $0.39 and $0.44, respectively (collectively the "Adjusted Conversion Price"), effective December 31, 2006. The Adjusted Conversion Price was greater than the Effective Conversion Price, resulting in an adjusted BCF (intrinsic value) that is lower than the BCF (intrinsic value) recognized at issuance of the Series A and Series B preferred shares. As the BCF had been fully amortized and there was no incremental BCF to recognize based on the Adjusted Conversion Price, no further adjustments were required.

Taxation Under the current laws of the Cayman Islands and the British Virgin Islands, we and Sunergy BVI are not subject to income or capital gains tax. Additionally, dividend payments made by us and Sunergy BVI are not subject to withholding tax in those jurisdictions.

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Under the current Hong Kong Inland Revenue Ordinance, Sunergy Hong Kong is subject to 17.5% income tax on its taxable income generated from operations in Hong Kong. Additionally, payments of dividends by Sunergy Hong Kong to us are not subject to any Hong Kong withholding tax.

Pursuant to the New EIT Law and the Implementing Regulation, both of which became effective on January 1, 2008, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise to its foreign investors will be subject to a 10% withholding tax if the foreign investors are considered as non-resident enterprises without any establishment or place within China or if the dividends payable have no connection with the establishment or place of the foreign investors within China, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a reduced withholding arrangement. The Cayman Islands, where we are incorporated, does not have such a tax treaty with China. Sunergy Hong Kong, our wholly owned subsidiary and the direct holder of 100% equity interest in Sunergy Nanjing, is incorporated in Hong Kong. According to the Mainland and Hong Kong Special Administrative Region Arrangement on Avoiding Double Taxation or Evasion of Taxation on Income agreed between China and Hong Kong, dividends paid by a foreign-invested enterprise in China to its direct holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the foreign-invested enterprise). Under the New EIT Law and the Implementing Regulation, if we and Sunergy Hong Kong were regarded as a resident enterprise, the dividends payable to Sunergy Hong Kong from Sunergy Nanjing would be exempt from the PRC income tax. If Sunergy Hong Kong is regarded as a non-resident enterprise, and therefore would be subject to a 5% withholding tax for any dividends payable to it from Sunergy Nanjing, the amount of funds available to us to meet our cash requirements, including the payment of dividends to our shareholders and debt service on any debt we may incur through our Cayman holding company, could be materially reduced.

PRC Enterprise Income Tax Up through December 31, 2007, a foreign-invested enterprise in China was typically subject to enterprise income tax at the rate of 30% on taxable income and local income tax at the rate of 3% on taxable income. Sunergy Nanjing, a foreign-invested enterprise engaged in a manufacturing business and established in Nanjing, which is within a coastal economic zone, was entitled to a preferential enterprise income tax rate of 24%. As a wholly foreign owned enterprise engaged in a manufacturing business, Sunergy Nanjing was also entitled to a two-year exemption from enterprise income tax for its first two profitable years of operation, which were 2006 and 2007, and to a 50% reduction of its applicable income tax rate for the succeeding three years, which would be 2008, 2009 and 2010. On March 16, 2007, the National People's Congress issued the New EIT Law, under which foreign-invested enterprises and domestic companies would be subject to enterprise income tax at a uniform rate of 25%. On December 6, 2007, the Congress also adopted its Implementing Regulation. On December 26, 2007, State Council of China promulgated the circular on implementation of enterprise tax transition preferential policy, or the Circular. Under the New EIT Law, the Implementing Regulation and the Circular, enterprises that were established and already enjoyed preferential tax treatments before March 16, 2007 will continue to enjoy them (i) in the case of preferential tax rates, for a period of five years from January 1, 2008, and the enterprises that previously enjoy the tax rate of 24% shall be subject to the tax rate of 25% as of 2008, and (ii) in the case of preferential tax exemption or reduction for a specified term, until the expiration of such term. The New EIT Law and its Implementing Regulation have become effective on January 1, 2008. Therefore, we are subject to an applicable income tax rate of 12.5% in 2008, 2009 and 2010.

We were in a tax loss position under PRC tax law in 2004, 2005 and 2007, and thus were not subject to any enterprise income tax during these periods.

Critical Accounting Policies We prepare financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (a) the reported amounts of our assets and liabilities, (b) the disclosure of

Table of Contents our contingent assets and liabilities at the end of each fiscal period and (c) the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

When reviewing our financial statements, you should consider (a) our selection of critical accounting policies, (b) the judgment and other uncertainties affecting the application of such policies and (c) the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgment and estimates used in the preparation of our financial statements.

Revenue Recognition We recognize revenue for product sales when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. A portion of our sales to customers require the customers to prepay before delivery has occurred. Such prepayments are recorded as advances from customers, in the consolidated balance sheets, until delivery has occurred. Processing fees we receive under OEM arrangements are subject to the same policy. A majority of our contracts with overseas customers are written such that the customer takes title and assumes the risks and rewards of ownership of the products upon shipment. Accordingly, with respect to our overseas sales, we recognize revenue upon documentary evidence of shipment, assuming all other criteria have been met.

Warranty Costs Historically, some of our sales contracts with overseas customers provided for a 10- or 20-year warranty for the performance of our solar cells against declines in certain technical specifications, primarily the minimum power generation capacity specified at the time of delivery. We also sell our module products to customers along with a warranty on the performance of solar module products at certain levels of conversion efficiency for an extended period. Our solar modules are typically sold with a 25-year warranty against specified declines in the initial minimum power generation capacity at the time of sale. In addition, we provided warranty for our solar modules against defects in materials and workmanship for a period two years from the date of sale. We, therefore, maintain warranty reserves (recorded as accrued warranty costs) to cover potential liabilities that could arise from these warranties. We accrue the estimated costs of warranties at 0.5% of our solar cell sales made with warranty provisions and 1.0% of our solar module sales, respectively, and include that amount in our selling expenses. Due to limited warranty claims to date, we accrue the estimated costs of warranties based primarily on an assessment of our competitors' accrual history and industry practice. Although we conduct quality testing and inspection of our solar cell products, our solar cell products have not been tested in an environment simulating the up to 20-year warranty periods. We have not experienced any material warranty claims to date in connection with declines of the power generation capacity or other technical specifications of our solar cells or solar modules. We will prospectively revise our actual rate to the extent that actual warranty costs differ from the estimates.

Valuation of Share-based Compensation We account for share-based compensation to our employees based on SFAS No. 123R and record compensation expense based on the fair value of the options and other awards on the date of grant.

In 2006 and 2007, we granted share options to certain of our employees. We incurred share-based compensation expenses of $0.1 million and $0.5 million for the years ended December 31, 2006 and 2007, respectively. We used the binomial option-pricing method to determine the amount of employee share-based

Table of Contents compensation expenses. This approach requires us to make assumptions on such variables as share price volatility, expected lives of options and discount rates. Changes in these assumptions could significantly affect the amount of employee share-based compensation expenses we recognize in our consolidated financial statements. See Item 5, "—Overview of Financial Results—Share-based Compensation Expenses."

In November 2007, we modified the exercise price of all the options granted in 2006 from $1.988 to $1.283 per ordinary share. The total incremental compensation expense resulting from the modification was $139,600, which will be amortized over the remaining requisite service period of 2.95 years.

Inventories We state inventory at the lower of cost or market value. Cost is determined using the weighted-average method. Cost consists of direct materials, direct labor and those overhead costs that have been incurred in bringing the inventories to their present location and conditions. Adjustments are recorded to write down the cost of obsolete and excess inventory to the estimated market value based on historical and forecast demand.

Income Taxes We recognize deferred income taxes for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits by applying enacted statutory tax rates applicable to future years. We reduce deferred tax assets by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We provide for current income taxes in accordance with the laws of the relevant taxing authorities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities, or the expected timing of their use when they do not relate to a specific asset or liability.

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Results of Operations The following table sets forth a summary, for the periods indicated, of our consolidated results of operations, with each item expressed as a percentage of our total net revenues. Our limited operating history makes the prediction of future operating results very difficult. Period-to-period comparisons of our operating results should not be relied upon as indicative of future performance. Item 3 "Key Information—Risk Factors—Risks Related to Our Company and Our Industry—Our limited operating history may not serve as an adequate measure of our future prospects and results of operations."

Year Ended December 31, 2005 2006 2007 (in thousands, except percentages) Net revenues $ 13,750 100.0% $ 149,521 100.0% $ 234,908 100.0% Cost of revenues (11,796) (85.8) (122,889) (82.2) (216,881) (92.3)

Gross profit 1,954 14.2 26,632 17.8 18,027 7.7 Operating expenses Selling expenses (38) (0.3) (1,014) (0.7) (1,644) (0.7) General and administrative expenses (1,584) (11.5) (9,901) (6.6) (13,664) (5.8) Research and development expenses (49) (0.4) (546) (0.4) (2,555) (1.1)

Total operating expenses (1,671) (12.2) (11,461) (7.7) (17,863) (7.6) Income from operations 283 2.0 15,171 10.1 164 0.1 Interest expense (620) (4.4) (3,002) (2.0) (7,394) (3.2) Interest income 113 0.8 420 0.3 1,577 0.7 Other (expense) income (163) (1.2) (845) (0.5) 93 0.0

(Loss) income before income taxes (387) (2.8) 11,744 7.9 (5,560) (2.4) Tax benefit 80 0.6 70 — 705 0.3

Net (loss) income $ (307) (2.2)% $ 11,814 7.9 $ (4,855) (2.1) Dividend on Series A redeemable convertible preferred shares — — (13,377) (8.9) (155) (0.1) Dividend on Series B redeemable convertible preferred shares — — (28,552) (19.1) (330) (0.1) Dividend on Series C redeemable convertible preferred shares — — (7,097) (4.7) (233) (0.1)

Net loss attributable to holders of ordinary shares $ (307) (2.2)% $ (37,212) (24.9)% $ (5,573) (2.4)%

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006 Net Revenues. Our total net revenues increased by $85.4 million, from $149.5 million in 2006 to $234.9 million in 2007. Our net revenues increased primarily due to an increase in the volume of the solar power products we sold.

In 2007, we shipped 74.0 MW of solar power products, including 2.4 MW of solar cells processed under OEM arrangements and 1.6 MW of solar modules, compared to our 46.4 MW of solar cell sales in 2006. The increase in our sales of solar power products was due to the expansion of our manufacturing capacity and production output. Our average selling price decreased from $3.22 per watt in 2006 to $2.92 per watt in 2007 due primarily to lower selling prices for off-specification cells and to decreases in subsidies or feed-in tariffs in major end-markets of solar power products, such as Germany, as well as increased production around the world.

Cost of Revenues. Our cost of revenues increased by $94.0 million, from $122.9 million in 2006 to $216.9 million in 2007. Our cost of revenues increased primarily due to the rapid expansion of our manufacturing capacity and output and the rising prices of silicon raw materials due to the industry-wide shortage of polysilicon.

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Silicon raw materials, primarily silicon wafers, accounted for 89.9% of our cost of revenue in 2007 compared to 91.9% in 2006. As a percentage of our total net revenues, our cost of revenues increased from 82.2% in 2006 to 92.3% in 2007.

Gross Profit. Our gross profit in 2007 decreased by $8.6 million to $18.0 million, from $26.6 million in 2006. Our gross margin decreased from 17.8% in 2006 to 7.7% in 2007. The decrease was primarily attributable to a decrease in our average selling prices of solar cells, partly as a result of lower selling prices for off-specification cells, and the rising prices of silicon raw materials.

Operating Expenses. Our operating expenses increased by $6.4 million, from $11.5 million in 2006 to $17.9 million in 2007. The increase in operating expenses was due to increases in general and administrative expenses, selling expenses and research and development expenses. As a percentage of our total net revenues, operating expenses stayed relatively flat at 7.6% in 2007, compared to 7.7% in 2006.

General and administrative expenses. Our general and administrative expenses increased by $3.8 million, from $9.9 million in 2006 to $13.7 million in 2007. The increase in our general and administrative expenses was due primarily to increases in salaries and benefits for our administrative, finance and human resources personnel as we hired more personnel to manage our growing business, and also due to an increase in bad debt provision.

Selling expenses. Our selling expenses increased by $0.6 million from $1.0 in 2006 to $1.6 million in 2007, due primarily to increases in sales employee salaries, travel expenses and freight expenses. With the growth of our net revenues, selling expenses as a percentage of net revenues stayed relatively flat in 2007 compared to 2006.

Research and development expenses. Research and development expenses increased by $2.0 million from $0.5 in 2006 to $2.5 million in 2007. The increase in research and development expenses was due primarily to an increase in costs of raw materials used in our research and development activities, our payment of service fees to New South Innovations Pty Limited under a collaborative research agreement, an increase in salaries and benefits for research and development personnel and depreciation of equipment related to the design, development, testing and enhancement of our products and manufacturing processes.

Interest Expense and Interest Income. Our interest expenses increased from $3.0 million in 2006 to $7.4 million in 2007. The increase in our interest expenses was due to an increase in our bank borrowings. Our interest income increased from $0.4 million in 2006 to $1.6 million in 2007, due primarily to an increase in our cash balances after the completion of our initial public offering.

Net Income (Loss). As a result of the foregoing, we incurred a net loss of $4.9 million in 2007, compared to net income of $11.8 million in 2006.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 Net Revenues. Our total net revenues increased by $135.8 million, from $13.7 million in 2005 to $149.5 million in 2006. Our net revenues increased primarily due to an increase in the volume of the solar cells we sold, as well as an increase in the average selling price of our solar cells.

The volume of the solar cells we sold increased from 4.4 MW in 2005 to 46.4 MW in 2006 due to the expansion of our manufacturing capacity. We completed our second to sixth solar cell manufacturing lines in 2006, and thus our manufacturing capacity increased from 32 MW per year to 192 MW per year, assuming the use of 156-millimeter monocrystalline silicon wafers, during 2006. In addition, our average selling price rose from $3.10 per watt in 2005 to $3.22 per watt in 2006 due to strong global demand for solar power products, as well as our ability to pass through higher silicon raw material prices.

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Cost of Revenues. Our cost of revenues increased by $111.1 million, from $11.8 million in 2005 to $122.9 million in 2006. Our cost of revenues increased primarily due to the rapid expansion of our manufacturing capacity and output. The increase in our cost of revenues was also impacted by the rising prices of silicon raw materials due to the industry-wide shortage of polysilicon. Further, as our second to sixth solar cell manufacturing lines were installed in 2006, our depreciation costs increased during 2006.

Silicon raw materials, primarily silicon wafers, accounted for 91.9% of our cost of revenue in 2006. As a percentage of our total net revenues, our cost of revenues decreased from $85.8% in 2005 to $82.2% in 2006. The decrease was due to our ability to increase our selling price to pass through higher silicon raw material costs, and was also due to cost-saving from improving our process technologies and enhancing our economies of scale.

Gross Profit. As a result of the foregoing, our gross profit in 2006 increased by $24.6 million to $26.6 million, from $2.0 million in 2005. Our gross margin increased from 14.2% to 17.8% during the same periods.

Operating Expenses. Our operating expenses increased by $9.8 million, from $1.7 million in 2005 to $11.5 million in 2006. The increase in operating expenses was due to increases in selling expenses, general and administrative expenses and research and development expenses. As a percentage of total net revenues, operating expenses decreased from 12.2% in 2005 to 7.7% in 2006. The decrease was due to the substantial growth of our net revenues resulted from our expansion of manufacturing capacity and output and strong market demand, outpacing the growth of our operating expenses.

General and administrative expenses. Our general and administrative expenses increased by $8.3 million, from $1.6 million in 2005 to $9.9 million in 2006. In March 2006, two shareholders of Sunergy Nanjing transferred a 10% equity interest in Sunergy Nanjing to Sunergy Nanjing's other shareholders, who were also our directors and employees, and we accounted these transactions as a non-pro rata dividend distribution to the transferees. As a result, we recorded a non-cash compensation charge of approximately $3.7 million, equal to the fair value of the interest a transferee, Dr. Jianhua Zhao, our then president, received in excess of what he would have received had the distribution been made on a pro rata basis. In March 2006, Sunergy Nanjing also amended its articles of association to effectively reduce the cash contribution requirements on certain of its shareholders, who were also our directors and officers. We accounted for this as forgiveness of shareholder receivables from certain shareholders of Sunergy Nanjing and recorded a non-cash compensation charge of approximately $0.5 million. In the fourth quarter of 2006, we also recorded share-based compensation expenses of $0.1 million in connection with the grants of share options to certain employees. The increase in our general and administrative expenses was due primarily to such compensation expenses, and also due to increases in salaries and benefits for our administrative, finance and human resources personnel as we hired more personnel after our expansion of manufacturing capacity and output.

Selling expenses. Our selling expenses increased by $1.0 million from $38,000 in 2005 to $1.0 million in 2006, due primarily to increases in post-sale service expenses, sales employee salaries and other sales and marketing expenses. Selling expenses as a percentage of net revenues increased from 0.3% to 0.7% during the same periods. However, compared to our net revenues, our selling expenses are still not significant. Due to the strong global demand for solar cell products, we achieved the growth of our sales with relatively low selling expenses.

Research and development expenses. Research and development expenses increased by $0.5 million from $49,000 in 2005 to $0.5 million in 2006. The increase in research and development expenses was due primarily to our payment of service fees to New South Innovations Pty Limited under a collaborative research agreement and the increase in costs of raw materials used in our research and development activities, and prototype costs and depreciation of equipment related to the design, development, testing and enhancement of our products and manufacturing processes.

Interest Expenses. Our interest expenses increased from $0.6 million in 2005 to $3.0 million in 2006. The increase in our interest expenses was due to an increase in our short-term borrowings.

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Net Income (Loss). As a result of the foregoing, we had a net income of $11.8 million in 2006 compared to a net loss of $0.3 million in 2005. In 2006, our net margin was 7.9%.

B. Liquidity and Capital Resources Cash Flows and Working Capital To date, we have financed our operations primarily through cash flows from equity contributions by our shareholders, operations, short-term borrowings and term loans.

As of December 31, 2005, 2006 and 2007, we had $2.8 million, $14.7 million and $60.5 million, respectively, in cash and cash equivalents, and $30.4 million, $77.9 million and $121.8 million, respectively, in outstanding borrowings. As of December 31, 2005, 2006 and 2007, $21.7 million, $77.9 million and $121.8 million, respectively, of our outstanding borrowings were due within one year. These borrowings expire at various times throughout the year. Our cash and cash equivalents primarily consist of cash on hand and demand deposits placed with banks. Our short-term borrowings outstanding as of December 31, 2005, 2006 and 2007 bore an average interest rate of 5.67%, 5.93% and 6.27%, respectively.

We had $8.7 million, nil and nil of long-term borrowings as of December 31, 2005, 2006 and 2007, respectively. On November 18, 2004, we entered into an agreement for a facility with a maximum borrowing amount of $6.1 million, of which $1.8 million was drawn on November 25, 2004, and the remaining $4.3 million was drawn on January 4, 2005. This facility had a three-year term and bore an interest rate of 6.34%. We borrowed another term loan with an amount of approximately $2.5 million in October 2005, with an interest rate of 6.34%. We repaid these loans in 2007. See Item 3, "Key Information— Risk Factors—Risks Related to Our Company and Our Industry—We have significant outstanding bank borrowings, and we may not be able to arrange adequate financing when they mature or may encounter other difficulties in maintaining liquidity." We have historically been able to repay our borrowings as they became due from capital contributions from our shareholders, proceeds from short-term and long-term borrowings and our operating cash flows.

As of December 31, 2007, approximately $28.7 million and $16.4 million of the above borrowings have been secured by the pledge of our raw materials and off-shore standby letters of credit, respectively. The remaining short-term borrowings have been guaranteed by China Electric Equipment Group Co., Ltd., an entity controlled by Mr. Tingxiu Lu, our chairman, and Wuxi Guofei Green Energy Source Co., Ltd., one of our major customers. In an agreement between Sunergy Nanjing and CEEG dated December 18, 2006, CEEG had undertaken to guarantee the bank borrowings of Sunergy Nanjing for up to RMB1 billion, subject to adjustment in the event of the material change of CEEG's credit or operation status, for one year after our initial public offering. In May 2008, Sunergy Nanjing and CEEG signed an agreement to further extend the term of the above agreement to May 16, 2010.

We historically used cash advances from related parties to meet some of our temporary liquidity needs. We have fully repaid such cash advances as of September 30, 2006, and we do not expect to borrow cash advances from related parties in the future.

We have significant working capital commitments because suppliers of silicon wafers and other silicon-based raw materials require us to make prepayments in advance of shipment. Due to the industry-wide shortage of silicon raw materials, working capital and access to financings for the purchase of silicon raw materials are critical to growing our business. Our advances to suppliers increased significantly from $17.4 million as of December 31, 2005 to $26.3 million as of December 31, 2006 and further increased significantly to $79.9 million as of December 31, 2007 due primarily to the growth of our solar cell business.

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Inventories, one of the principal components of our current assets, increased significantly from $6.6 million as of December 31, 2005 to $44.3 million as of December 31, 2006 and further increased to $56.1 million as of December 31, 2007, due to increased production volume. We expect that our inventories will continue to increase as our net revenues increase.

We generally require customers to make prepayment before delivery. However, depending on their credit history with us, we historically granted our large customers credit terms of one to three months. The credit terms we grant have been shortened to within one month, according to our current credit policy. Our accounts receivable decreased from $43.0 million as of December 31, 2006 to $26.8 million as of December 2007. The decrease in our accounts receivable was primarily due to payment we received for deliveries previously made and the shorter credit term we granted to our customers in 2007 as compared to 2006. Our accounts receivable increased from $1.7 million as of December 31, 2005 to $43.0 million as of December 31, 2006, as we granted credit terms from one to three months for sales to our large customers, especially our top three customers in 2006, and our sales volumes increased in 2006 compared to 2005.

The following table sets forth a summary of our cash flows for the periods indicated:

Year Ended December 31, 2005 2006 2007 (in thousands) Net cash used in operating activities $ (13,088) $ (76,147) $ (62,768) Net cash used in investing activities (30,333) (6,757) (35,272) Net cash provided by financing activities 44,739 92,123 135,033 Net increase in cash and cash equivalents 1,734 11,984 45,708 Cash and cash equivalents at the beginning of the year 1,032 2,765 14,750 Cash and cash equivalents at the end of the year 2,765 14,750 60,458

Operating Activities Net cash used in operating activities amounted to $62.8 million in 2007, as compared to $76.1 million in 2006 and $13.1 million in 2005. Net cash used in operating activities in 2007 was mainly attributable to a significant increase in advances to suppliers, an increase in prepaid value-added-tax expenses and an increase in inventories primarily due to our expanded manufacturing capacity and the resultant requirement for more silicon raw materials. However, our net cash used in operating activities in 2007 was partly offset by a decrease in accounts receivable due to payment we received for deliveries previously made and the shorter credit term we granted to our customers in 2007 as compared to 2006. Net cash used in operating activities in 2006 was mainly attributable to a significant increase in accounts receivable primarily due to our granting favorable credit terms for sales to our large customers, particularly our top three customers, a significant increase in inventories and an increase in advances to suppliers primarily due to our expanded manufacturing capacity and the resultant requirement for more silicon raw materials, and a decrease in advances from customers after we changed our prepayment requirement by lowering the prepayment ratio and not requesting prepayment under several sales contracts. Net cash used in operating activities in 2005 was primarily attributable to a significant increase in advances to suppliers and an increase in inventories primarily due to our procurement of silicon raw materials, partly offset by an increase in advances from customers after we commenced the manufacture and sale of our solar cells.

Investing Activities Net cash used in investing activities in 2007 amounted to $35.3 million, as compared to $6.8 million and $30.3 million in 2006 and 2005, respectively. Net cash used in investing activities in 2007 was primarily due to our purchases of property, plant and equipment in the amount of $15.6 million in connection with the expansion of our solar cell manufacturing lines, as well as an increase in restricted cash of $18.5 million in connection with

Table of Contents deposit of US dollars as security for our RMB loans. Net cash used in investing activities in 2006 was primarily due to our purchases of property, plant and equipment in the amount of $23.1 million in connection with the expansion of our solar cell manufacturing lines, partly offset by a decrease in restricted cash of $17.0 million due to decreases in our bank deposits for securing letter of credit facilities for our imports of equipment and for securing notes payable used in setting related party transactions. Net cash used in investing activities in 2005 was primarily attributable to a significant increase in restricted cash of $19.9 million and our purchases of property, plant and equipment in the amount of $10.4 million in connection with our solar cell manufacturing lines.

Financing Activities Net cash provided by financing activities was $135.0 million in 2007, primarily attributable to proceeds from short-term borrowings in the amount of $168.0 million and net proceeds of $95.9 million received from our initial public offering. Net cash provided by financing activities was $92.1 million in 2006, consisting primarily of proceeds received from issuance of our Series A, Series B and Series C preferred shares, short-term borrowings and financing provided by related parties, partly offset by repayment of bank borrowings and financing provided by related parties. Net cash provided by financing activities was $44.7 million in 2005, consisting primarily of financing provided by related parties, proceeds received from short-term borrowings, term loans and capital contributions by shareholders, partly offset by repayment of financing provided by related parties and bank borrowings.

As of the date of this report, we still require debt or equity financing of approximately $40 million to finance the remaining cost of the expansion of our solar cell manufacturing lines, the conversion of our existing manufacturing lines and the construction of our Shanghai research facility. We believe that our current cash and cash equivalents and anticipated cash flow from our operations and the proposed financing described in the preceding sentence will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures for at least the next 12 months. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash is insufficient to meet our requirements, we may seek to sell additional equity securities, debt securities or borrow from lending institutions. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

Capital Expenditures We incurred capital expenditures of $10.4 million, $24.9 million and $16.8 million in 2005, 2006 and 2007, respectively. Our capital expenditures have been used primarily to build our plant and purchase equipment for our solar cell manufacturing lines. We estimate that our capital expenditures will be approximately $60 million in 2008, and will be used primarily to purchase equipment for the further expansion of our manufacturing lines. By the end of 2008, we plan to have increased our manufacturing capacity of solar cells to approximately 320 MW per year, assuming the use of 156-millimeter monocrystalline silicon wafers.

C. Research and Development Our senior management team heads our research and development efforts and sets strategic directions for the advancement of our products and manufacturing processes. Dr. Jianhua Zhao, our vice chairman and chief technology officer, Dr. Aihua Wang, our vice president, and Dr. Fengming Zhang, our vice president, are all experienced solar power researchers. Under their guidance, our research and development plans include the following areas:

• Development of solar cell structures. We commenced commercial mass production of selective emitter cells, an improved version of P-type solar cells that most solar cell manufacturers produce, by using monocrystalline wafers in the fourth quarter of 2007. In July 2007, we placed orders to buy four new

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solar cell lines which we plan to install in the third quarter of 2008 for the production of selective emitter cells beginning in the fourth quarter of 2008. The manufacture of selective emitter cells will require a high degree of accuracy in the alignment between the diffusion region and the electrode printed on the silicon wafers. We are working to maintain and improve the conversion efficiency rate of selective emitter cells by using standard P-type silicon substrates. In addition, we are conducting research on producing selective emitter cells by using multicrystalline wafers. We also plan to develop passivated emitter and rear cells, which were initially developed in the University of New South Wales, for mass production in the future. In comparison with selective emitter cells, the manufacture of passivated emitter and rear cells will require P-type silicon substrates with higher quality. We believe passivated emitter and rear cells can achieve high conversion efficiencies without the need for any alignment.

• Development of the manufacturing process for N-type solar cells. We also focus our research and development efforts on the process technologies of N-type solar cells. The conversion efficiencies of N-type cells may generally be higher than those of P-type solar cells. Based on Dr. Zhao and Dr. Wang's previous experience working with N-type solar cells, including developing what were the most efficient N-type solar cells in the world, we have successfully conducted research and a large number of experiments on solving the technical problems associated with manufacturing N-type solar cells. We have devoted our research and development efforts to forming P-type emitters, surface passivation, screen printing and other aspects of the manufacturing process for N-type solar cells.

• Increase our solar cell manufacturing efficiency and reduce the manufacturing costs. We continuously strive for optimizing the processing parameters and conditions for each manufacturing step to improve the overall performance of our solar cells, streamline our manufacturing process and reduce the manufacturing costs. We are conducting research on producing HP cells by using multicrystalline wafers, and we are also working collaboratively with metallic paste manufacturers to reduce the paste used for our manufacturing without affecting solar cell performance.

We believe that the continual improvement of our technology is vital to maintaining our long-term competitiveness. Therefore, we have established our own solar power research center and have installed an experimental manufacturing line dedicated to our research and development.

To further leverage our internal advanced research and development capability, we have established cooperative relationships with several universities and institutions in China, including Nanjing University, one of the leading science and engineering universities in China. We have also entered into an agreement on collaborative research with the University of New South Wales, a leading university in the solar power field. We believe our collaborative efforts with these institutions have kept us apprised of the latest industry trends and developments, helped implement our own innovation initiatives and will continue to contribute to our technological advancement.

In addition, several government authorities in China, including State Development and Reform Commission, Ministry of Science and Technology and Jiangsu Science and Technology Department, have provided us or committed to provide us with grants for our research in solar power technologies. Jiangsu Science and Technology Department also recognized our research and development capability by establishing the photovoltaic engineering technology research center in our company. We have invited solar power experts from external research institutes to form the expert commission for such research center.

Our gross expenditures on research and development were $49,000, $0.5 million and $2.6 million in 2005, 2006 and 2007, respectively.

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D. Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since January 1, 2007 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

E. Off-balance Sheet Commitments and Arrangements We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.

F. Contractual Obligations and Commercial Commitments The following table sets forth our contractual obligations and commercial commitments as of December 31, 2007:

Payment Due by Period Less than More than Total 1 Year 1-3 Years 3-5 Years 5 Years (in thousands) Operating lease obligations $ 165 $ 143 $ 22 — — Purchase obligations(1) $ 227,790 $ 227,790 — — —

Total $ 227,955 $ 227,933 $ 22

(1) Includes commitments to purchase production equipment in the amount of $22.9 million and commitments to purchase silicon raw materials in the amount of $204.9 million.

Other than the contractual obligations and commercial commitments set forth above, we did not have any other material long-term debt obligations, operating lease obligations, purchase obligations or other material long-term liabilities as of December 31, 2007. This table does not reflect our short-term debt obligations, which as of December 31, 2007 totaled $121.8 million.

G. Safe Harbor This annual report on Form 20-F contains statements of a forward-looking nature. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward- looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we "believe," "expect" or "anticipate" will occur, and other similar statements), you must remember that our expectations may not be correct, even though we believe that they are reasonable.

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H. Recent Accounting Pronouncements In September 2006, the Financial Accounting Standards Board, or the FASB, issued SFAS No. 157, "Fair Value Measurement," or SFAS 157, which defines fair value, establishes a framework for measuring fair value and expands disclosures about assets and liabilities measured at fair value. We will be required to adopt SFAS 157 for fiscal year beginning January 1, 2008. Our management is currently evaluating the requirements of SFAS 157 and has not yet determined the impact on our financial position or results of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," or SFAS 159. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact, if any, of SFAS 159 on our financial position, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations," or SFAS 141R, which replaces SFAS No. 141, "Business Combination." The statement retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting. It also changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition related costs as incurred. SFAS 141R is effective for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2008 and will apply prospectively to business combinations completed on or after that date. We are currently evaluating the impact, if any, of SFAS 141R on our financial position, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in Consolidated Financial Statements," an amendment of ARB 51. SFAS 160 requires noncontrolling interests in subsidiaries initially to be measured at fair value and classified as a separate component of equity. SFAS 160 also requires that when a parent company acquires control of a subsidiary, it must include 100% of the fair value of all of the acquired company's assets and liabilities in its consolidated financial statements. SFAS 160 is effective for us for our financial year 2009. Management is currently assessing the impact of SFAS 160 on its consolidated financial position, results of operations and cash flows.

In March 2008, the FASB issued SFAS No. 161, "Disclosures About Derivative Instruments and Hedging Activities," an amendment of FASB Statement No.133. The new standard requires enhanced disclosures to help investors better understand the effect of an entity's derivative instruments and related hedging activities on its financial position, financial performance, and cash flows. Statement 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We will adopt SFAS No.161 on January 1, 2009.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of the date of this annual report.

Directors and Executive Officers Age Position Tingxiu Lu 46 Chairman Jianhua Zhao 53 Vice Chairman and Chief Technology Officer Ruennsheng Allen Wang 53 Director, Chief Executive Officer Fengming Zhang 42 Director, Vice President—Manufacturing Technology Alan Smith 64 Independent Director Xiaoqian Zhou 67 Independent Director Jian Li 55 Independent Director Steve Morgan 57 Independent Director Wenze Wang 66 Independent Director Kenneth Luk 56 Chief Financial Officer Aihua Wang 54 Vice President—Research and Development Richard Yumin Gu 44 Vice President—Sales and Marketing Fang Yang 37 Vice President—Strategy and Planning

Directors Mr. Tingxiu Lu is chairman of our board of directors and has been with our company since 2004. Since 2003, Mr. Lu has served as the chairman of the board of directors of China Electric Equipment Group Co., Ltd., or CEEG, a Chinese company that mainly manufactures power transformers. He has been chairman and general manager of Jiangsu CEEG Transformer Manufacturing Co., Ltd. since 2002, and has been a member of the supervisory board of Jiangsu CEEG Electrical Transmission and Distribution Equipment Co., Ltd. since 2003. Mr. Lu has been chairman of Jiangsu Xinde Assets Management Co., Ltd. and Nanjing Xinde Assets Management Co., Ltd., two investment management and investment holding companies, since 2006. From 1991 to 2003, Mr. Lu was the general manager of Jiangsu CEEG Electrical Equipment Manufacturing Co, Ltd, the predecessor of CEEG. Mr. Lu was awarded the China Excellent Entrepreneur award by the China Entrepreneur Confederation in 2005. He was also named as a 2005 Top Ten Distinguished Youth Entrepreneur of Jiangsu Province in 2005 by Jiangsu Province Development and Reform Commission and other government bodies. Mr. Lu graduated from an executive business management program at Tsinghua University in 2006.

Dr. Jianhua Zhao is vice chairman of our board of directors and chief technology officer of our company and has been with our company since 2004. From 2002 to June 2006, he was an associate professor of the Centre of Excellence for Advanced Silicon Photovoltaics and Photonics, formerly known as the Photovoltaics Special Research Centre, at the University of New South Wales in Australia, and also served as its deputy director from 1999 to June 2006. At the Photovoltaics Special Research Centre, he was a senior lecturer (senior research fellow) from 1991 to 2001. Dr. Zhao is a senior member of IEEE Electron Device Society, a member of Australia and New Zealand Solar Energy Society and a member of Chinese Renewable Energy Society. Dr. Zhao graduated from Nanjing Institute of Technology in 1978 and received his master's degree from the same university in 1982, and received a Ph.D. degree in electrical engineering from the University of New South Wales in Australia in 1989. Dr. Zhao has published 65 papers in scientific journals, including one published in Nature magazine, 107 papers in international scientific conferences, and 32 research reports. Dr. Zhao is the husband of Dr. Aihua Wang.

Mr. Ruennsheng Allen Wang has been our chief executive officer since July 2007. Prior to joining us, Mr. Wang served as a senior vice president and the general manager of Operation Division, NEC

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Telecommunications (China) Co., Ltd. from 2004 to 2007. From 1996 to 2004, he held various management positions with Motorola, first as the general manager of Hangzhou Motorola Cellular Equipment Co., Ltd. from 1996 to 2001, subsequently as a vice president of Motolora International Inc. in 2000, then as the general manager of CPAD Asia, Motorola PCS from 2001 to 2003 and finally as general manager of Motorola PCS ODM Taiwan Operations from 2003 to 2004. From 1993 to 1996, Mr. Wang served as a vice president of AT&T (China) Co., Ltd. Mr. Wang graduated with a bachelor degree in mechanical engineering from Taiwan University in 1977 and received his master's degree in the same major from Yale University in 1981. He also received his master's degree in computer science from Northwestern University in 1983. Mr. Wang received a Ph.D. degree from Northwestern University and an MBA from the University of Chicago in 1985 and 1992, respectively.

Dr. Fengming Zhang is a director and vice president of our company in charge of manufacturing technology and has been with our company since 2004. Dr. Zhang has been a director of CEEG (Shanghai) Science and Technology Co., Ltd., a solar module manufacturer since 2007. Dr. Zhang has been a professor at the Department of Physics of Nanjing University in China since 2002 and is currently a supervisor for Ph.D. students. Dr. Zhang has also been a professor of Fujian Normal University in China since 2005. From 1997 to 2002, he worked as a research scientist at Pacific Solar Pty Ltd in Australia. From 2001 to 2002, he worked with Wuxi Suntech Power Co., Ltd. as the director for research and development center. Dr. Zhang has published a number of articles and papers in solar power related journals. Dr. Zhang received a bachelor's degree in physics from Shandong University China in 1986, a master degree in physics from the Institute of Physics of Chinese Academy of Sciences in 1989, and a Ph.D. degree in physics from the University of Newcastle in Australia in 1996. He is a professional committee member of Chinese Physical Society. Dr. Zhang was selected for the New Century Talent Support Program run by the PRC Ministry of Education in 2006.

Independent Directors Mr. Alan Howard Smith has been an independent director of our company since May 2007. Mr. Smith currently acts as a director of approximately 20 companies, including several companies listed on the Stock Exchange of Hong Kong Limited, the Singapore Exchange Limited and the Irish Stock Exchange. He was the vice chairman at Credit Suisse First Boston, Asia Pacific from 1997 to 2001. Mr. Smith was elected a council member of the Stock Exchange of Hong Kong Limited on two occasions, from 1995 to 1996 and from 1988 to 1989, respectively. He was a member of the Hong Kong Special Administrative Region Government's Economic Advisory Committee from 1994 to 2001, and was a member of the Hong Kong Government's Standing Committee on Company Law Reform from 1988 to 1998. Mr. Smith graduated with a LL.B. (Honours) degree from Bristol University, England in 1964 and was admitted as a solicitor in England in 1967 and in Hong Kong in 1970. Mr. Smith is resigning from our board of directors effective June 30, 2008.

Mr. Xiaoqian Zhou has been an independent director of our company since May 2007. Mr. Zhou is an independent director of Xuji Electric Stock Co., Ltd. and Tebian Electric Appliance Stock Co., Ltd. He is a vice director of Chinese Energy Research Society and chairman of the Chinese Society for the Development of Power. Mr. Zhou has over 40 years of experience in the power industry in China. He was a consultant to the State Grid Corporation of China from 2001 to 2004, and was an assistant general manager of the same company from 1998 to 2001. From 1996 to 1999, Mr. Zhou was the general manager of China Grid Construction Co., Ltd. Mr. Zhou graduated from Zhejiang University with a major in thermal power equipment in 1964.

Ms. Jian Li has been an independent director of our company since May 2008. Ms. Li has worked in education with the Central University of Finance and Economics since 1983. Ms. Li is a professor, the head of department of finance, a doctoral supervisor and a supervisor of postdoctoral research station of Central University of Finance and Economics. She is also an independent director of Citic Securities Co., Ltd., a company listed on the Shanghai Stock Exchange. Ms. Li has been involved in the publishing of a number of academic papers both in China and overseas during the past ten years, mainly on finance and the capital markets. Ms. Li received her bachelor's degree in finance and doctor's degree in economics from the Central University of Finance and Economics and Xi'an Communication University in 1983 and 1997, respectively.

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Mr. Steve Morgan has been an independent director of our company since May 2008. Mr. Morgan has been a senior partner and foreign legal advisor for Zhonglun W&D Law Firm in Beijing since 2007. Mr. Morgan was a special advisor on a number of projects for the Carlyle Group, Mitsubishi Corporation and Finmeccanica SpA. from 2004 to 2006, and was appointed as a Visiting Professor of the Graduate Business School of Seoul National University in 2007. From 2000 to 2004, he served as senior executive vice president for Hyundai Motor Company in Seoul and served in other executive positions in Hyundai group companies since 1998. Mr. Morgan graduated from Fordham College, New York, with a bachelor degree in political science in 1973 and received his juris doctorate from Northwestern University School of Law in 1976.

Mr. Wenze Wang has been our independent director since May 2008. Mr. Wang has been a executive vice chairman of China Investment Association since 2000. Mr. Wang was the Commissioner of the Finance and Economics Committee of the National People's Congress from 2003 and resigned from this role in March 2008. From 1994 to 2003, Mr. Wang served as general manager of the State Development and Investment Corporation. Mr. Wang graduated from Shandong Technical College with a bachelor's degree in thermal power in 1965.

Executive Officers Mr. Kenneth Luk has been our chief financial officer since December 2007. Prior to joining us, Mr. Luk served as corporate controller of Freescale Semiconductor Hong Kong Limited from 2004 to 2007. From 1990 to 2004, he held various management positions with Motorola Semiconductors Hong Kong Limited, first as a credit manager from 1990 to 1994, subsequently as a credit and marketing finance controller from 1994 to 2002, and finally as a sector controller from 2002 to 2004. Mr. Luk graduated with a bachelor of arts in economics from the University of Toronto in 1976 and received his MBA from York University in 1977.

Dr. Aihua Wang is a vice president of our company in charge of research and development and has been with our company since 2004. From 2000 to June 2006, she was a research fellow at the Centre of Excellence for Advanced Silicon Photovoltaics and Photonics, formerly known as the Photovoltaics Special Research Centre, at the University of New South Wales in Australia. At the Photovoltaics Special Research Centre, she was a project scientist from 1991 to 2000. She was an engineer at Applied Solar Energy, Inc. in California from 1990 to 1991. Dr. Wang published a number of research articles and papers on solar cells. Dr. Wang graduated from Nanjing Institute of Technology in China in 1978 and received a Ph.D. degree in electronic engineering from the University of New South Wales in Australia in 1992.

Mr. Richard Yumin Gu is a vice president of our company in charge of sales and marketing and has been with our company since January 2007. From 2001 to 2006, Mr. Gu was the general manager of Shanghai Ever-rich Electric Equipment Co. Ltd., a company engaging in the electric equipment business. From 1992 to 2001, Mr. Gu worked with various subsidiaries and a joint venture of DuPont, a multinational chemicals and health care conglomerate. From 1999 to 2001, he was a regional business manager of DuPont China Limited, serving for its department in charge of electrical insulation and advance fiber system business. From 1996 to 1999, he served as a technical consultant and marketing manager of DuPont Teijin Paper Asia Limited. From 1992 to 1996, he served as an account manager of DuPont China Holding Company Limited. Mr. Gu received his bachelor's degree in electrical engineering from Xi'an Jiao Tong University in China and completed MBA correspondence courses with Auckland University of New Zealand in 1999.

Mr. Fang Yang has been our vice president in charge of strategy and planning and special assistant to the chief executive officer since August 2007. Prior to joining us, Mr. Yang served as a director of the business management department and operation division with NEC Telecommunications (China) Co., Ltd. from 2004 to 2007. From 1995 to 2004, Mr. Yang worked as a director of sales and business management with Lucent Technologies (China) Co., Ltd., a communication equipment manufacturing company in China. Mr. Yang received his bachelor's degree in engineering, his master in system engineering and MBA from Northwest Polytechnic University in Xi'an, China in 1992, 1995 and 1995, respectively.

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The address of our directors and executive officers is c/o China Sunergy Co., Ltd., No. 123 Focheng West Road, Nanjing Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu Province 211100, People's Republic of China.

B. Compensation of Directors and Executive Officers For the years ended December 31, 2006 and 2007, the aggregate cash compensation that we paid to our executive officers was approximately $0.3 million and $0.7 million, respectively. There are no service contracts between us and our directors, except for those directors who are also our executive officers. For the year ended December 31, 2007, we paid an aggregate of US$45,000 for pension and other social insurance contribution for our senior executive officers. For option grants to our officers and directors, see Item 6, "Directors, Senior Management and Employees—Compensation of Directors and Executive Officers—Share Incentive Plan."

Employment Agreements We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate the employment for cause, at any time, without remuneration, for certain acts of the employee, including but not limited to a conviction or plea of guilty to a felony, willful dishonesty to us and willful and continued failure to perform substantially all his agreed-to duties after a reasonable opportunity to cure the failure. An executive officer may terminate his employment at any time without penalty if there is any failure by us to comply with any material provisions of the employment agreement, any change in his duties or responsibilities in any material and adverse respect. Furthermore, either party may terminate the employment at any time without cause upon advance written notice to the other party except for Kenneth Luk, who has a one-year guaranteed term of employment with the Company. If we terminate the employment of an executive officer without cause, the executive officer will be entitled to a severance payment equal to a certain specified number of months of his or her then base salary.

Each executive officer has agreed to hold in confidence and not to use, except as required in the performance of his duties in connection with the employment, any confidential information relating to the business of our company, affiliates or customers. The executive officers have also agreed to disclose to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the employment and to assign all right, title and interest in them to us.

Share Incentive Plan In October 2006, our board of directors adopted a share incentive plan, or the First Plan, later amended in April 2007, to link the personal interests of our board members, employees and consultants to those of our shareholders by providing them with an incentive to generate superior returns for our shareholders, as well as to provide us with the flexibility to motivate, attract and retain the services of these individuals upon whose judgment, interest and special effort the successful conduct of our operations is dependent. The First Plan provides for the grant of options, referred to as "awards," and we have reserved 2,500,000 shares for issuance under the First Plan. We adopted a second share incentive plan, or the Second Plan, after obtaining the approval by shareholders in February 2008. We have reserved 4,190,748 shares for issuance under the Second Plan. As of the date of this annual report, our board of directors has granted certain of our officers, employees and consultants an aggregate of 2,034,116 options and 3,476,086 restricted shares, excluding options and restricted shares forfeited pursuant to the above plans.

Administration. Our share incentive plans are administered by our compensation committee or, in its absence, by our board of directors. Our compensation committee will determine the provisions, terms and conditions of our awards.

Awards. Awards granted are evidenced by an award agreement that sets forth the terms, conditions and limitations for each award. Our First Plan only provides for awards in the form of options. Options provide for

Table of Contents the right to purchase our ordinary shares at a specified price, and usually will become exercisable in installments after the grant date. The option exercise price may be paid in cash, by check, by our ordinary shares which have been held by the option holder for such time as may be required to avoid adverse accounting treatment, by other property with value equal to the exercise price, through a broker assisted cash-less exercise or by such other methods as our compensation committee or board of directors may approve from time to time.

The following paragraphs briefly describe the principal features of the various awards that may be granted under the Second Plan.

• Options. Options provide for the right to purchase our ordinary shares at a price and period determined by our compensation committee in one or more installments after the grant date.

• Restricted Shares. A restricted share award is the grant of our ordinary shares determined by our compensation committee. A restricted share is nontransferable, unless otherwise determined by our compensation committee at the time of award, and may be repurchased by us upon termination of employment or service during a restricted period. Our compensation committee shall also determine in the award agreement whether the participant will be entitled to vote the restricted shares or receive dividends on such shares.

• Restricted Share Units. Restricted share units represent the right to receive our ordinary shares at a specified date in the future, subject to forfeiture of such right. If the restricted share unit has not been forfeited, then on the date specified in the award agreement, we shall deliver to the holder unrestricted ordinary shares which will be freely transferable.

Termination of Plan. Unless terminated earlier, our First Plan and Second Plan will expire in 2016 and 2018, respectively. Our board of directors has the authority to amend or terminate our share incentive plans subject to shareholder approval to the extent necessary to comply with applicable law. However, no such action may impair the rights of any recipient of the awards unless agreed by the recipient and the share incentive plan administrator.

The following table summarizes, as of March 31, 2008, the outstanding options and restricted shares granted under our plans to several of our directors and executive officers and to other individuals. These options vest over a four-year period beginning in October 2006, November 2006, April 2007 or January 2008. These restricted shares vest over a three-year period beginning July 2007 or December 2007. Up to two thirds of the restricted shares granted to Mr. Ruennsheng Allen Wang will immediately vest in case of termination within his first two years of employment other than for cause.

Ordinary Shares Underlying Options Name Granted Restricted Shares Exercise Price Grant Date Date of Expiration Ruennsheng Allen Wang — 2,397,3011 N/A February 2008 February 2018 Kenneth Luk — *1 N/A February 2008 February 2018 Richard Yumin Gu * — $ 1.283 January 2008 January 2018 Fang Yang * — $ 1.283 January 2008 January 2018 Alan Howard Smith * — $ 1.283 April 2007 April 2017 Xiaoqian Zhou * — $ 1.283 April 2007 April 2017 Other individuals as a group * — $ 1.283 October 2006, October 2016, November November 2016, 2006, April April 2017 or 2007 or January 2018 January 2008

1 Restricted shares purchased at $0.001 per share.

* Less than 1% of our outstanding ordinary shares.

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C. Board Practices Board of Directors Our board of directors currently has nine directors, all designated by the holders of our ordinary shares.

Under our amended articles of association, which became effective in May 2007, our board of directors consists of at least two directors. Our directors are elected by the holders of our ordinary shares.

A director is not required to hold any shares in the company by way of qualification. A director may vote with respect to any contract, proposed contract or arrangement in which he is materially interested. A director may exercise all the powers of the company to borrow money, mortgage its undertakings, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or pledged as security for any obligation of the company or of any third party. Upon the completion of our initial public offering in May 2007, we established three committees under the board of directors: the audit committee, the compensation committee and the nominating committee. We have adopted a charter for each committee.

Committees of the Board of Directors We have established three committees under the board of directors: the audit committee, the compensation committee and the corporate governance and nominating committee. In compliance with Rule 4350 of the Nasdaq Stock Market, Marketplace Rules, a majority of the members of our audit committee were independent directors during the one-year transition period after our ADSs are listed on the Nasdaq Global Market and all of the members of our audit committee are now independent directors. We have adopted a charter for each of the three committees. Each committee's members and functions are described below.

Audit Committee. Our audit committee consists of Mr. Alan Howard Smith, Mr. Xiaoqian Zhou and Ms. Jian Li and is chaired by Alan Howard Smith. Mr. Smith, Mr. Zhou and Ms. Li satisfy the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Rule 4350 of Nasdaq Stock Market, Marketplace Rules. The audit committee oversees our accounting and financial reporting processes and audits of the financial statements of our company. The audit committee is responsible for, among other things:

• selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

• reviewing with the independent auditors any audit problems or difficulties and management's response;

• reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

• discussing the annual audited financial statements with management and the independent auditors;

• reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; and

• meeting separately and periodically with management and the independent auditors.

Compensation Committee. Our compensation committee consists of Mr. Alan Howard Smith and Mr. Xiaoqian Zhou. Mr. Smith and Mr. Zhou satisfy the independence requirements of Rule 4350 of the Nasdaq Stock Market, Marketplace Rules. The compensation committee assists the board in reviewing and approving the

Table of Contents compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

• reviewing and approving the total compensation package for our senior executives; and

• reviewing periodically and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

Corporate Governance and Nominating Committee. Our corporate governance and nominating committee consists of Mr. Alan Howard Smith and Mr. Xiaoqian Zhou. Mr. Smith and Mr. Zhou satisfy the independence requirements of Rule 4350 of the Nasdaq Stock Market, Marketplace Rules. The corporate governance and nominating committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The corporate governance and nominating committee is responsible for, among other things:

• identifying and recommending qualified candidates to the board for selection of directors nominees for election or re-election to the board of directors and committees of the board of directors, or for appointment to fill any vacancy;

• reviewing annually with the board of directors the current composition of the board of directors with regards to characteristics such as independence, age, skills, experience and availability of service to us; and

• advising the board of directors periodically with regard to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board of directors on all matters of corporate governance and on any remedial actions to be taken.

Duties of Directors Under Cayman Islands law, our directors have a statutory duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess with the care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. A shareholder has the right to seek damages if a duty owed by our directors is breached.

Terms of Directors and Officers Our shareholders have designated our directors into three classes, namely Class A directors, Class B directors and Class C directors, who shall retire from office and be eligible for re-election at the first, second and third annual general meeting after our initial public offering, respectively. Mr. Tingxiu Lu, Mr. Ruennsheng Allen Wang and Ms. Jian Li have been designated as Class A directors. Mr. Jianhua Zhao, Mr. Steve Morgan and Mr. Alan Howard Smith have been designated as Class B directors. Mr. Fengming Zhang, Mr. Xiaoqian Zhou and Mr. Wenze Wang have been designated as Class C directors. At each subsequent annual general meeting after the third annual general meeting, the directors of the class who have been longest in office shall retire and shall be eligible for re-election. A director may only be removed by the shareholders. Officers are elected by and serve at the discretion of the board of directors.

D. Employees We had 228 and 1,193 employees as of December 31, 2005 and 2006, respectively. As of December 31, 2007, we had 1,607 full-time employees, consisting of 721 in manufacturing, 145 in equipment maintenance, 266 in quality assurance, 31 in purchasing, 86 in research and development, 41 in sales and marketing and 317 in

Table of Contents general and administrative. All of these employees are located in our facilities in Nanjing, except for four employees located in our offices in Shanghai and Germany. Our employees are not covered by any collective bargaining agreement. We consider our relations with our employees to be good.

From time to time, we also employ part-time employees and independent contractors to support our manufacturing, research and development and sales and marketing activities. We plan to hire additional employees as we expand.

E. Share Ownership The following table sets forth information, some of which has been obtained from public filings, with respect to the beneficial ownership of our ordinary shares as of the date of this report, by:

• each of our directors and executive officers who are also our shareholders; and

• each person known to us to own beneficially more than 5.0% of our ordinary shares. Ordinary Shares Beneficially Owned Number(1) %(2) Directors and Executive Officers: Tingxiu Lu(3) 39,184,200 16.5 Jianhua Zhao(4) 20,304,000 8.6 Aihua Wang(4) 20,304,000 8.6 Fengming Zhang(5) 9,720,000 4.1 Ruennsheng Allen Wang(6) * * Alan Smith(7) * * Xiaoqian Zhou(8) * * Kenneth Luk — — Richard Yumin Gu(9) * * Fang Yang — — All Directors and Executive Officers as a Group 69,391,920 29.2 Principal Shareholders: Elite Shine Group Limited(10) 39,184,200 16.5 Credit Suisse(11) 37,344,718 15.7 Exuberance Investment Limited(12) 32,678,274 13.7 Smooth King Investments Limited(13) 21,295,800 9.0 Brightest Power Holdings Limited(14) 20,304,000 8.5 PraxCapital Fund II, L.P(15) 17,492,742 7.4

* Less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

(2) For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group the number of ordinary shares outstanding as of as of the date of this report plus the number of ordinary shares underlying share options held by such person or group that are exercisable within 60 days after the date of this annual report.

(3) Includes 9,184,200 ordinary shares and 5,000,000 restricted ADSs, representing 30,000,000 ordinary shares, held by Elite Shine Group Limited, a British Virgin Islands company, which is 100% owned by Mr. Lu. The business address for Mr. Lu is No. 123 Focheng West Road, Nanjing Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu Province 211100, People's Republic of China.

(4) Includes 10,704,000 ordinary shares and 1,600,000 restricted ADSs, representing 9,600,000 ordinary shares, held by Brightest Power Holdings Limited, a British Virgin Islands company, which is 100% owned by Dr. Zhao and Dr. Wang. Dr. Zhao and Dr. Wang are husband and wife, and their business address is

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No. 123 Focheng West Road, Nanjing Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu Province 211100, People's Republic of China.

(5) Includes 3,720,000 ordinary shares and 1,000,000 restricted ADSs, representing 6,000,000 ordinary shares, held by Luck Great Investments Limited, a British Virgin Islands company, which is 100% owned by Dr. Zhang. Dr. Zhang's business address is No. 123 Focheng West Road, Nanjing Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu Province 211100, People's Republic of China.

(6) Represents restricted shares vested within 60 days after the date of this annul report.

(7) Represents ordinary shares issued upon exercise of options held by Mr. Smith. Mr. Smith's address is No. 123 Focheng West Road, Nanjing Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu Province 211100, People's Republic of China.

(8) Represents ordinary shares issued upon exercise of options held by Mr. Zhou. Mr. Zhou's address is No. 123 Focheng West Road, Nanjing Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu Province 211100, People's Republic of China.

(9) Represents ordinary shares underlying ADSs held by Ms. Jian Yue Xue, the wife of Mr. Gu.

(10) Elite Shine Group Limited is 100% owned by Mr. Lu. The address of Elite Shine Group Limited is P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands.

(11) Based on a Schedule 13G filed by Credit Suisse on June 2, 2008, this represents the shares that may be deemed to be beneficially owned by Credit Suisse and includes 32,678,274 shares that China Harvest Fund, L.P. beneficially owns because of Credit Suisse's relationship to China Harvest Fund, L.P.. Credit Suisse disclaims beneficial ownership of these 32,678,274 shares. The ultimate parent company of Credit Suisse is Credit Suisse Group, a corporation formed under the laws of Switzerland. Credit Suisse Group disclaims beneficial ownership of shares beneficially owned by its direct or indirect subsidiaries, including Credit Suisse. Credit Suisse's business address is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. See footnote 12 for additional discussion of these shares.

(12) Represents ordinary shares issued upon conversion of Series B preferred shares held by Exuberance Investment Limited, a British Virgin Islands company, with the registered address at P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands. Exuberance Investment Limited is 97.83% owned by China Harvest Fund, L.P., a Cayman Islands exempted limited partnership, and 2.17% owned by China Harvest Parallel Fund I, L.P., a Cayman Islands exempted limited partnership, each with the registered address at the offices of M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The general partner of China Harvest Fund, L.P. and China Harvest Parallel Fund I, L.P. is China Renaissance Capital Investment, L.P., a Cayman Islands exempted limited partnership. Voting and investment power of shares beneficially held by China Harvest Fund, L.P. is exercised by the investment committee of China Renaissance Capital Investment, L.P. which consists of Mark Qiu, Hung Shih, Li Zhenzhi, Charles Pieper and Nicole Arnaboldi. The address for these committee members is c/o China Renaissance Capital Investment, L.P., M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

(13) Smooth King Investments Limited is 100% owned by Ms. Yingchun Huang. The address of Smooth King Investments Limited is P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands.

(14) Brightest Power Holdings Limited is 100% owned by Dr. Zhao and Dr. Wang. The address of Brightest Power Holdings Limited is P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands.

(15) Represents ordinary shares underlying 2,915,457 ADSs held by PraxCapital Fund II, L.P., a Cayman Islands limited partnership, with the registered address at M&C Corporate Services Limited, P.O. Box 309GT,

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Ugland House, South Church St., George Town, Grand Cayman. The general partner of PraxCapital Fund II, L.P. is Prax Capital GP II, a Cayman Islands company. Prax Capital GP II is controlled by its board of directors, consisting of Jose Luis Artiga, Fernando R. Vila, Jeff Yao and Michael Xu. The address for these directors is c/o Prax Capital GP II, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

None of our shareholders has different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders See Item 6, "Directors, Senior Management and Employees—Share Ownership."

B. Related Party Transactions Restructuring As Sunergy Nanjing is a company incorporated in China, PraxCapital Fund II, L.P., or PraxCapital, incorporated Sunergy BVI in the British Virgin Islands in January 2006 to facilitate its investment in our company offshore. PraxCapital contributed $13.1 million to Sunergy BVI in January 2006 to facilitate the subsequent restructuring steps, and Sunergy BVI issued one ordinary share to PraxCapital in January 2006 to complete Sunergy BVI's incorporation procedures. Of the above $13.1 million contributed by PraxCapital, $10 million was further lent to Sunergy Nanjing to finance its operations, and the remaining $3.1 million was lent to the foreign shareholders of Sunergy Nanjing, namely Dr. Jianhua Zhao, Dr. Aihua Wang and Dr. Fengming Zhang, in March 2006.

Due to PRC legal restrictions on the direct exchange of onshore equity interests for offshore shares, Sunergy BVI, PraxCapital, Sunergy Nanjing and the shareholders of Sunergy Nanjing entered into a warrant purchase agreement in March 2006 to achieve the following goals: (a) Sunergy BVI would acquire all equity interests in Sunergy Nanjing for nominal consideration; (b) the shareholders of Sunergy Nanjing or their assignees would acquire ordinary shares of Sunergy BVI according to such shareholders' proportionate ownership in Sunergy Nanjing, but the percentage of ordinary shares of Sunergy BVI to be owned by the foreign shareholders, namely Dr. Jianhua Zhao, Dr. Aihua Wang and Dr. Fengming Zhang, or their assignees, would be less than their original proportionate ownership in Sunergy Nanjing, because these foreign shareholders intended to effectively exchange a portion of the ordinary shares that they or their assignees would be entitled to, representing 3.2% of their original equity interests in Sunergy Nanjing, for the above $3.1 million lent to them, and (c) Sunergy BVI would issue Series A preferred shares to PraxCapital in consideration of its above contribution of $13.1 million.

As agreed under the warrant purchase agreement, in April 2006, Sunergy BVI purchased all of the outstanding equity interests in Sunergy Nanjing from the shareholders of Sunergy Nanjing. The foreign shareholders of Sunergy Nanjing, namely Dr. Jianhua Zhao, Dr. Aihua Wang and Dr. Fengming Zhang, three of our directors and executive officers, have released Sunergy BVI from its obligation to pay the purchase price of approximately $6.3 million. In accordance with the common practice in China, the PRC shareholder, Nanjing Xinde Assets Management Co., Ltd., or Xinde, an entity controlled by our chairman, Mr. Tingxiu Lu, was paid not less than its investment cost in Sunergy Nanjing, approximately $4.0 million. Under the above warrant purchase agreement, such amount was then contributed back to Sunergy Nanjing by Xinde as a cash advance to finance Sunergy Nanjing's operations, and subsequently gifted to Sunergy Nanjing by Xinde in September 2006.

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In April 2006, after Sunergy BVI acquired all of the outstanding equity interests in Sunergy Nanjing, pursuant to the above warrant purchase agreement, Sunergy BVI issued warrants to purchase an aggregate of 1,045,440 ordinary shares at the exercise price of $0.01 per share to the assignees of the original shareholders of Sunergy Nanjing as follows:

Number of Shares Shareholders of Assignees Who Received Underlying the Sunergy Nanjing Relationship the Warrant Warrants Relationship Dr. Jianhua Zhao our vice chairman and chief technology Brightest Power Holdings Limited 203,040 controlled by officer Dr. Jianhua Zhao and his wife, Dr. Aihua Wang Dr. Aihua Wang our vice president in charge of research and Brightest Power Holdings Limited 203,040 controlled by development Dr. Aihua Wang and her husband, Dr. Jianhua Zhao Dr. Fengming Zhang one of our directors, and our vice president in Luck Great Investments Limited 97,200 controlled by charge of manufacturing technology Dr. Fengming Zhang Deutsche Bank AG acting through 54,000 assignee its London Branch Talent Day Investments Limited 86,400 controlled by Mr. Chengrong Xu, our then vice president in charge of administration and human resources Xinde jointly owned by Elite Shine Group Limited 391,842 controlled by Mr. Tingxiu Lu, and Mr. Tingxiu Lu Ms. Yingchun Huang Smooth King Investments Limited 212,958 controlled by Ms. Yingchun Huang

In April 2006, with the exception of Deutsche Bank AG acting through its London Branch, or Deutsche Bank, the other assignees of the original shareholders of Sunergy Nanjing, whose relationship with our company or our affiliates are listed in the above table, requested Sunergy BVI to issue the ordinary shares underlying all the warrants that they held. As a result, 991,440 ordinary shares were issued to these assignees in April 2006, including 391,842 ordinary shares to Elite Shine Group Limited, 212,958 ordinary shares to Smooth King Investments Limited, 203,040 ordinary shares to Brightest Power Holdings Limited, 97,200 ordinary shares to Luck Great Investments Limited and 86,400 ordinary shares to Talent Day Investments Limited. According to the terms of the warrants, each of the above warrant holders should have paid the exercise price when the ordinary shares were issued to them. These warrant holders actually paid the exercise price of $0.01 per share in September 2006. In August 2006, 54,000 ordinary shares were issued upon Deutsche Bank's exercise of the warrant that it held by paying Sunergy BVI the exercise price of $0.01 per share. These 1,045,440 ordinary shares in the aggregate issued upon the exercise of the warrants are just the same shares exchanged for China Sunergy's 1,045,440 ordinary shares in August 2006, as discussed below.

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After the above transactions, the foreign shareholders of Sunergy Nanjing effectively relinquished 3.2% of their equity interests in Sunergy Nanjing in consideration of Sunergy BVI's above loan of $3.1 million. If these foreign shareholders had not relinquished such 3.2% equity interests, Sunergy BVI would have issued an aggregate of 1,080,000 ordinary shares to the assignees of the original shareholders of Sunergy Nanjing. The following table presents the number and percentage of ordinary shares that the assignees of the original shareholders of Sunergy Nanjing would be entitled to assuming there had not been the relinquishment of the 3.2% equity interests in Sunergy Nanjing, and the number of ordinary shares that these assignees actually received:

Percentage of Number of Ordinary Ordinary Shares the Number of Percentage Shares the Relevant Ordinary of Equity Relevant Assignees Shares the Interest in Assignees Entitled to Relevant Sunergy Entitled to Assuming No Assignees Nanjing Assuming No Relinquishment Actually Shareholders of Sunergy Nanjing (%) Relinquishment (%) Received Dr. Jianhua Zhao and Dr. Aihua Wang 20* 216,000 20 203,040 Dr. Fengming Zhang 24 259,200 24 237,600 Xinde 56 604,800 56 604,800

* Representing 15% equity interest in Sunergy Nanjing originally held by Dr. Jianhua Zhao, and 5% equity interest originally held by Dr. Aihua Wang.

As shown above, due to the relinquishment of the 3.2% equity interests, the numbers of ordinary shares that the assignee of Dr. Jianhua Zhao and Dr. Aihua Wang and the assignees of Dr. Zhang actually received were reduced by 12,960 and 21,600, respectively, or 1.2% and 2.0%, respectively, of the 1,080,000 ordinary share that would have been issued assuming there had not been such relinquishment.

Immediately prior to the issuance of the above warrants, in April 2006, Sunergy BVI issued 128,473 Series A preferred shares to PraxCapital according to the above warrant purchase agreement and the one ordinary share previously issued to PraxCapital was cancelled.

Compensation Charges In March 2006, two shareholders of Sunergy Nanjing, namely Mr. Huaijin Yang and Mr. Ted Szpitalak, transferred 10% equity interests in Sunergy Nanjing to two other shareholders of Sunergy Nanjing, namely Dr. Jianhua Zhao and Xinde. The above transfers were effected largely because Sunergy Nanjing's joint venture contract prohibited the transferor shareholders from investing in enterprises engaging in business competitive with that of Sunergy Nanjing, and the transferor shareholders intended to focus on the solar power business of another company that they invested in. Except for Xinde's contribution, to Sunergy Nanjing, of Mr. Huaijin Yang's unfunded capital subscription of $540,000, there was no other consideration paid for the above equity transfers. We accounted for these transfers as contributions of capital by the transferors, followed by a non-pro rata dividend distribution to Sunergy Nanjing's remaining shareholders. After the equity transfers, Dr. Jianhua Zhao, our then president, received more ownership interest than he would have received had the distribution been made on a pro rata basis, partly to compensate him for his services to Sunergy Nanjing. We recorded a compensation charge of approximately $3.7 million equal to the fair value of the excess ownership interest he received.

According to Sunergy Nanjing's original articles of association, certain crystalline silicon solar cell technology was to be contributed for $1.4 million of Sunergy Nanjing's capital. In November 2004, all the shareholders of Sunergy Nanjing agreed that the above technology to be contributed by its foreign shareholders, namely Dr. Jianhua Zhao, Dr. Aihua Wang, Dr. Fengming Zhang, Mr. Huaijin Yang and Mr. Ted Szpitalak, who were also our executive officers, was more valuable than the originally subscribed capital. Therefore, all the

Table of Contents shareholders amended the articles of association of Sunergy Nanjing, and the contribution method of $810,000 of Sunergy Nanjing's capital subscribed by these foreign shareholders was changed from cash or equipment to technology. In March 2006, Sunergy Nanjing decided that it would need the thin-film solar cell technology owned by its then foreign shareholders, namely Dr. Jianhua Zhao, Dr. Aihua Wang and Dr. Fengming Zhang, who were also our executive officers. Therefore, all the shareholders amended the articles of association of Sunergy Nanjing, and the contribution method of $540,000 of Sunergy Nanjing's capital subscribed by these foreign shareholders was changed from cash to technology. As the above technologies contributed were developed by individuals and there was no historic cost for such technologies, according to U.S. GAAP, we accounted for the above amendments to change the contribution method as forgiveness of shareholder loans. As the shareholders involved were also our executive officers, we recorded compensation charges of $810,000 and $540,000, respectively.

Issuance and Sale of Preferred Shares In May 2006, Sunergy BVI sold 239,051 Series B preferred shares in a private placement for an aggregate consideration of $28.0 million. The investors in the Series B preferred shares were Exuberance Investment Limited, which purchased 192,095 shares, Gersec Trust Reg., which purchased 21,344 shares, and China Environmental Fund 2004, LP, which purchased 25,612 shares. This transaction was approved by Sunergy BVI's board of directors and shareholders.

In September 2006, Sunergy sold 69,010 Series C preferred shares in a private placement for an aggregate consideration of $20.0 million. The investors in the Series C preferred shares were OZ Master Fund, Ltd., which purchased 18,517 shares, OZ Asia Master Fund, Ltd., which purchased 20,094 shares, OZ Global Special Investments Master Fund, L.P., which purchased 2,795 shares, and Credit Suisse Private Equity Partners Asia, L.P., which purchased 27,604 shares. This transaction was approved by Sunergy's board of directors and shareholders.

The holders of Series A, Series B and Series C preferred shares were entitled to received dividends at an annual rate of 3%, which would accrue on a daily basis from the date of issuance, whether or not declared. Accrued and unpaid dividends would compound on a quarterly basis and be included in the calculation of the conversion ratio when the preferred shares converted into ordinary shares. All these preferred shares were convertible into our ordinary shares at any time and automatically converted into our ordinary shares upon completion of our initial public offering into the number of ordinary shares equal to the number of preferred shares multiplied by the quotient of (a) the original subscription price plus all accrued and unpaid dividends, divided by (b) the conversion price, subject to adjustments in the case of certain dilution events. The conversion prices previously equaled the original subscription prices, subject to certain earnings-based adjustments, in the event our 2006 and 2007 net earnings, as defined in our then amended and restated memorandum of association, were less than a predefined amount.

In March 2007, our shareholders adopted a third amended and restated memorandum and articles of association to (a) modify the conversion prices of our Series A, Series B and Series C preferred shares, which were revised to $38.66, $44.37 and $175.59, respectively, subject to adjustments in the case of certain dilution events, and (b) replace the definition of "qualified IPO" or "QIPO" with the definition of "IPO." The purposes of these modifications were to (a) ensure that there would be no preferred share outstanding after the completion of our initial public offering, (b) fix the conversion prices of our Series A and Series B preferred shares according to the earnings-based adjustments based on our 2006 net earnings as provided in our previous memorandum and articles of association, and (c) re-set the conversion price of our Series C preferred shares and delete the provision on the adjustment of such conversion price based on our 2007 net earnings, in order to avoid any dilution caused by the possible earnings-based adjustment.

In March 2007, the conversion prices of our Series A and Series B preferred shares were reduced according to the provision in our then effective memorandum and articles of association on the conversion price adjustment based on our 2006 net income of $11.8 million. As our 2006 net income was reduced by non-cash compensation

Table of Contents charges of $4.7 million and the conversion prices of our Series A and Series B preferred shares were thus reduced, the ownership interests of our shareholders other than holders of our Series A and Series B preferred shares were diluted, which was previously not anticipated by our shareholders. Therefore, our shareholders mutually agreed for holders of our Series A and Series B preferred shares to sell a portion of their preferred shares to us for nominal consideration. The number of Series A and Series B shares sold was determined based on a calculation to offset the dilution impact of the adjustment of conversion prices caused by the non-cash compensation charges of $4.7 million. Accordingly, we purchased 48,238 Series A preferred Shares, 72,079 Series B preferred shares, 8,009 Series B preferred shares and 9,610 Series B preferred shares from PraxCapital, Exuberance Investment Limited, Gersec Trust Reg., and China Environmental Fund 2004, LP, respectively, with nominal consideration. According to Cayman Islands law, these Series A and Series B preferred shares were automatically cancelled upon our purchase.

All of our Series A, Series B and Series C preferred shares were converted into ordinary shares upon completion of our initial public offering. Holders of ordinary shares issued upon conversion of our Series A, Series B and Series C preferred shares are also entitled to certain registration rights, including demand registration, piggyback registration and Form F-3 or Form S-3 registration.

Share Swap As part of our restructuring in anticipation of our initial public offering, in August 2006, we issued a total of 1,045,440 ordinary shares, 128,473 Series A preferred shares and 239,051 Series B preferred shares to certain existing shareholders of Sunergy BVI in exchange for all shares of equivalent classes that these shareholders previously held in Sunergy BVI.

Share Split In April 2007, in anticipation of our initial offering, we effected a 100-for-one share split, as a result of which each of our ordinary share, Series A preferred share, Series B preferred share and Series C preferred share was subdivided into 100 ordinary shares, 100 Series A preferred shares, 100 Series B preferred shares and 100 Series C preferred shares, respectively. The conversion prices of our Series A, Series B and Series C preferred shares were correspondingly modified to one-hundredth of the previous conversion prices.

Transactions with Certain Directors, Shareholders and Affiliates During the years ended December 31, 2005 and 2006, we made non-trade cash advances to related parties with common ultimate investors to meet the temporary liquidity needs of these related parties. As of December 31, 2005 and 2006, non-trade amounts due from these related parties were $14.0 million, and $0.4 million, respectively, including (a) cash advances to several entities controlled by Mr. Tingxiu Lu, our chairman, namely Jiangsu CEEG Transformer Manufacturing Co., Ltd., China Electric Equipment Group Co., Ltd., Jiangsu CEEG Electrical Transmission and Distribution Equipment Co., Ltd., CEEG Nanjing International Trade Co., Ltd., Jiangsu CEEG Electrical Equipment Manufacturing Co, Ltd and CEEG Nanjing Electronic Technology Co., Ltd., and (b) cash advances to Jiangsu Tianhua Photo-electronic Technology Co., Ltd., an entity controlled by Dr. Jianhua Zhao, our vice chairman and chief technology officer.

We also received non-trade cash advances from related parties with common ultimate investors for our temporary liquidity needs or for our bank deposits to secure notes payable used for our related parties' settlement purposes according to the local banking practice. As of December 31, 2005, 2006 and 2007, amounts due to these related parties were $28.4 million, nil and nil, respectively, including cash advances provided by several entities controlled by Mr. Tingxiu Lu, our chairman, namely Jiangsu CEEG Electrical Equipment Manufacturing Co, Ltd, Jiangsu CEEG Electrical Transmission and Distribution Equipment Co., Ltd., China Electric Equipment Group Co., Ltd., Nanjing Xinde Assets Management Co., Ltd., CEEG Nanjing International Trade Co., Ltd., CEEG Jiangsu (Nanjing) Transformer Manufacturing Co., Ltd. and CEEG (Jiangsu) Jueyuan New Materials Co., Ltd.

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In August 2006, Sunergy Nanjing entered into an agreement to lease warehouse premises of 3,000 square meters from CEEG Jiangsu (Nanjing) Transformer Manufacturing Co., Ltd. for a term until September 2011. The tenancy agreement provides for annual rental payments of $8,000. The rental expense in the year ended December 31, 2006 and 2007 was $2,000 and $8,000, respectively.

In 2006 and 2007, we purchased raw materials from CEEG Nanjing International Trade Co., Ltd. in the amount of $6.5 million and $1.2 million, respectively, and we also sold solar cells to CEEG Nanjing International Trade Co., Ltd. in the amount of $4.8 million and $3.2 million, respectively. In 2006, we also sold solar cells to Jiangsu East China Micro-ware Equipment Co., Ltd., an entity controlled by our chairman in the amounts of $56,000. In 2007, we purchased raw materials from CEEG (Nanjing) Solar Research Institute, an entity controlled by our chairman, in the amount of $0.2 million, and sold solar cells and solar modules to CEEG (Nanjing) Solar Research Institute in the amount of $1.5 million. In addition, we also purchased raw materials from CEEG (Nanjing) Semiconductor Co., Ltd., another entity controlled by our chairman, in the amount of $1.4 million, and sold off-specification wafers to CEEG (Nanjing) Semiconductor Co., Ltd. in amount of $0.6 million in 2007. During the same period, we sold solar cells to CEEG (Shanghai) Solar Science and Technology Co., Ltd., CEEG (Nanjing) New Energy Co., Ltd., another two entities controlled by our chairman, in the amount of $5.2 million and $42,000, respectively. We also outsourced the production of solar modules from our solar cells under processing arrangements with CEEG (Shanghai) Solar Science and Technology Co., Ltd and procured the solar modules from CEEG (Shanghai) Solar Science and Technology Co., Ltd. in amount of $0.7 million in 2007. In January 2008, we also entered into a sales contract with CEEG (Shanghai) Solar Science and Technology Co., Ltd., under which it agreed to purchase 10 MW of solar cells from January 2008 to June 2008. The prices under this contract for deliveries from January to March 2008 are fixed, and the prices for subsequent deliveries are subject to renegotiation every three months.

We also made cash advances to directors in respect of travel expenses, amounting to $6,000, $1,000 and nil as of December 31, 2005, 2006 and 2007, respectively. Expense reimbursements payable to directors amounted to $9,000, $4,000 and nil, as of December 31, 2005, 2006 and 2007, respectively.

China Electric Equipment Group Co., Ltd. and Jiangsu CEEG Electrical Transmission and Distribution Equipment Co., Ltd. have guaranteed most of our bank borrowings. As of December 31, 2005 and 2006, we had $30.4 million and $76.1 million, respectively, in outstanding borrowings guaranteed by them. As of December 31, 2007, we had $63.0 million in outstanding borrowing guaranteed by China Electric Equipment Group Co., Ltd. In February 2008, Mr. Tingxiu Lu, our chairman, also entered into an agreement to guarantee approximately RMB30 million of our bank borrowings, which will be due in August 2008.

CEEG and Sunergy Nanjing entered into an agreement on December 18, 2006, pursuant to which CEEG has undertaken to guarantee bank borrowings of Sunergy Nanjing for up to RMB1 billion, subject to adjustment in the event of the material change of CEEG's credit or operation status, for one year after our initial public offering. CEEG agreed to provide such guarantee free of charge, or at a fee according to the market standard for similar transactions, but not exceeding 0.1% of the principal borrowing amount. This agreement has expired, and the two parties entered into another agreement under which CEEG agreed to guarantee free of charge bank borrowings by Sunergy Nanjing of up to RMB1 billion. The new agreement has a term of two years from May 17, 2008 to May 16, 2010.

CEEG and Sunergy Nanjing also entered into an agreement on December 20, 2006, pursuant to which CEEG granted Sunergy Nanjing an option to purchase, prior to December 31, 2007, the right to use a parcel of land of approximately 26,000 square meters at a price of approximately $0.5 million, equivalent to the original cost for CEEG to acquire such right. On July 23, 2007, CEEG and Sunergy Nanjing entered into an land use right transfer agreement to purchase the land use right to the forgoing parcel of land at a price of approximately $1.2 million, which was equivalent to the valuation price. Sunergy Nanjing agreed to enhance the purchase consideration to avoid that the land be compulsorily acquired by the government due to the price being significantly lower than the valuation price.

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In November 2007, Sunergy BVI and CEEG jointly incorporated China Sunergy (Shanghai) Co., Ltd., or Sunergy Shanghai., in which we hold 95% interest, while CEEG holds 5% interest. According to our current plan, Sunergy Shanghai will primarily engage in solar power research and development activities.

In November 2007, we entered into a cooperation construction agreement with CEEG to construct a transformer station located in CEEG Nanjing Science and Technology Park in order to meet the increased electricity requirement resulting from our expanded manufacturing capacity. The estimated expenses under the agreement are approximately $4.8 million, 50% of which will be shared by the two parties according to the proportion of electricity capacity they use, while the remaining 50% of which will be borne by the Administrative Commission of Nanjing Jiangning Economic & Technical Development Zone. In December 2007, we entered into two agreements with CEEG, under which we purchased electric transformers and high-voltage switch cabinet in the amount of approximately $0.2 million and $0.6 million, respectively.

C. Interests of Experts and Counsel Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information We have appended consolidated financial statements filed as part of this annual report.

Legal Proceedings We are a named defendant in three purported class actions currently pending in the United States District Court for the Southern District of New York —Brown v. China Sunergy Co., Ltd. et al., Case No. 07-CV-07895 (DAB), Sheshtawy v. China Sunergy Co., Ltd. et al., Case No. 07-CV-08656 (DAB), and Giombetti v. China Sunergy Co., Ltd. et al., Case No. 07-CV-09689 (DAB). As of the date of this report, the District Court has not appointed a lead plaintiff and consolidated the cases, though a motion is on file concerning this matter.

All three complaints purport to state class action claims against us in connection with our initial public offering and seek unspecified damages. Specifically, plaintiffs allege that we made false and misleading statements in our initial public offering registration statement and prospectus regarding, among other things, the procurement of polysilicon.

Several of our directors and officers, along with the investment banks that underwrote our initial public offering, are also named defendants in one or more of the pending cases. We believe the cases are without merit and intend to defend the actions vigorously.

In April 2008, the Nanjing Intermediate People's Court issued a judgment in our favor for the first instance trial of our claim against Wuxi Zhuriyi International Trade Co., Ltd. Wuxi Zhuriyi International Trade Co., Ltd. was required to return our prepayment, pay us two times of the deposit and liquidated damages for its failure to perform its contractual obligations to deliver us silicon raw materials. In addition, we filed civil litigation with the Nanjing Intermediate People's Court against Suzhou Shenlong PV Technology Co., Ltd. for its failure to perform its contractual obligations to deliver us silicon wafers.

Dividend Policy We have never declared or paid any dividends, nor do we have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

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We are a holding company incorporated in the Cayman Islands. We rely on dividends paid by our direct and indirect subsidiaries, Sunergy BVI, Sunergy Hong Kong and Sunergy Nanjing, for our cash needs, including the payment of dividends to the holders of our ADSs and debt service on any debt we may incur through our Cayman holding company. The payment of dividends by entities organized in China is subject to limitations. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations. Sunergy Nanjing is also required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until the cumulative amount of such reserves reaches 50% of its registered capital. These reserves are not distributable as cash dividends. Sunergy Nanjing is also required to allocate a portion of its after-tax profits, as determined by its board of directors, to its staff welfare and bonus funds, which may not be distributed to equity owners. In addition, if Sunergy Nanjing or Sunergy BVI incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. Any dividend we declare will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable under. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

B. Significant Changes We have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

ITEM 9. THE OFFER AND LISTING

A. Offering and Listing Details. Our ADSs, each representing six of our ordinary shares, have been listed on the Nasdaq Global Market since May 17, 2007. Our ADSs trade under the symbol "CSUN."

Since May 17, 2007, the closing price of our ADSs on the Nasdaq Global Market has ranged from US$5.05 to US$17.88 per ADS. For the year ended December 31, 2007, the closing price ranged from US$5.05 to US$17.88 per ADS.

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The following table provides the high and low closing prices for our ADSs on the Nasdaq Global Market for the period indicated.

Trading Price High Low US$ US$ Quarterly High and Low Second Quarter 2007 (from May 17, 2007) 16.56 10.89 Third Quarter 2007 13.97 5.05 Fourth Quarter 2007 17.88 6.81 First Quarter 2008 17.71 6.49 Monthly Highs and Lows December 2007 17.88 9.26 January 2008 17.71 8.86 February 2008 9.8 7.05 March 2008 7.73 6.49 April 2008 9.62 7.49 May 2008 14.29 8.18 June 2008 (through June 5, 2008) 12.31 11.59

B. Plan of Distribution Not applicable.

C. Markets Our ADSs, each representing six of ordinary shares, have been listed on the Nasdaq Global Market since May 17, 2007 and have been trading under the symbol "CSUN."

D. Selling Shareholders Not applicable.

E. Dilution Not applicable.

F. Expenses of the Issue Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital Not applicable.

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B. Memorandum and Articles of Association We incorporate by reference into this annual report the description of our amended and restated memorandum of association contained in our F-1 registration statement (File No. 333-142367) originally filed with the SEC on April 25, 2007, as amended. Our shareholders adopted our amended and restated memorandum and articles of association by a special resolution on April 24, 2007.

C. Material Contracts We have not entered into any material contracts other than in the ordinary course of business and other than those described in Item 4, "Information on the Company" or elsewhere in this annual report on Form 20-F.

D. Exchange Controls China's government imposes control over the convertibility of RMB into foreign currencies. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates announced by the People's Bank of China. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximately 15.3% appreciation of the RMB against the U.S. dollar between July 21, 2005 and March 31, 2008. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar.

Pursuant to the Foreign Exchange Control Regulations issued by the State Council on January 29, 1996, and effective as of April 1, 1996 (and amended on January 14, 1997) and the Administration of Settlement, Sale and Payment of Foreign Exchange Regulations which came into effect on July 1, 1996 regarding foreign exchange control, or the Regulations, conversion of RMB into foreign exchange by foreign investment enterprises for current account items, including the distribution of dividends and profits to foreign investors of joint ventures, is permissible. Foreign investment enterprises are permitted to remit foreign exchange from their foreign exchange bank account in China on the basis of, inter alia, the terms of the relevant joint venture contracts and the board resolutions declaring the distribution of the dividend and payment of profits. On January 14, 1997, the State Council amended the Foreign Exchange Control Regulations and added, among other things, an important provision, as Article 5 provides that the State shall not impose restrictions on recurring international current account payments and transfers. Conversion of RMB into foreign currencies and remittance of foreign currencies for capital account items, including direct investment, loans, security investment, is still subject to the approval of SAFE, in each such transaction.

Under the Regulations, foreign investment enterprises are required to open and maintain separate foreign exchange accounts for capital account items (but not for other items). In addition, foreign investment enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business upon the production of valid commercial documents and, in the case of capital account item transactions, document approval from SAFE.

Currently, foreign investment enterprises are required to apply to SAFE for "foreign exchange registration certificates for foreign investment enterprises" (which are granted to foreign investment enterprises, upon fulfilling specified conditions and which are subject to review and renewal by SAFE on an annual basis). With such foreign exchange registration certificates and required underlying transaction documents, or with approval documents from the SAFE if the transactions are under capital account (which are obtained on a transaction-by-transaction basis), foreign-invested enterprises may enter into foreign exchange transactions at banks authorized to conduct foreign exchange business to obtain foreign exchange for their needs.

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E. Taxation The following summary of the material Cayman Islands and United States federal income and estate tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report on Form 20-F, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local, non-U.S., and non-Cayman Islands tax laws.

Cayman Islands Taxation The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

United States Federal Income Taxation The following discussion describes the material U.S. federal income tax consequences to U.S. Holders (defined below) under present law of an investment in the ADSs or ordinary shares. This summary applies only to U.S. Holders that hold the ADSs or ordinary shares as capital assets and that have the U.S. dollar as their functional currency. This discussion is based on the tax laws of the United States as in effect on the date of this report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The following discussion does not deal with the tax consequences to any particular investor or to persons in special tax situations such as:

• banks;

• financial institutions;

• insurance companies;

• broker-dealers;

• traders that elect to mark to market;

• tax-exempt entities;

• persons liable for alternative minimum tax;

• U.S. expatriates;

• regulated investment companies or real estate investment trusts;

• persons holding an ADS or ordinary share as part of a straddle, hedging, conversion or integrated transaction;

• persons who acquired ADSs or ordinary shares pursuant to the exercise of any employee stock options or otherwise as compensation;

• persons that actually or constructively own 10% or more of our voting stock; or

• persons holding ADSs or ordinary shares through partnerships or other pass-through entities.

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INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF ADSS OR ORDINARY SHARES.

The discussion below of the United States federal income tax consequences to "U.S. Holders" will apply if you are the beneficial owner of ADSs or ordinary shares and you are, for U.S. federal income tax purposes,

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state or the District of Columbia;

• an estate whose income is subject to U.S. federal income taxation regardless of its source; or

• a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

The discussion below assumes that the representations contained in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement will be complied with in accordance with their terms. If you hold ADSs, you should be treated as the beneficial owner of the underlying ordinary shares represented by those ADSs for U.S. federal income tax purposes.

Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares Subject to the passive foreign investment company rules discussed below, the gross amount of all our distributions to you with respect to the ADSs or ordinary shares (including the amount of any taxes withheld therefrom) generally will be included in your gross income as ordinary dividend income on the date of actual or constructive receipt by the depositary, in the case of ADSs, or by you, in the case of ordinary shares, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, for taxable years beginning before January 1, 2011, under the currently law, dividends will be "qualified dividend income" that is taxed at the lower applicable capital gains rate provided that certain conditions are satisfied, including (1) the ADSs or ordinary shares are readily tradable on an established securities market in the United States or, in the event we are deemed to be a Chinese "resident enterprise" under PRC tax law, we are eligible for the benefits of the income tax treaty between the United States and the PRC, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. United States Treasury Department guidance indicates that our ADSs, which are listed on the Nasdaq Global Market, (but not our ordinary shares) are readily tradable on an established securities market in the United States. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. You should consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our ADSs or ordinary shares and any possible change in law relating to the availability of such lower rate for dividends paid by us.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will in general be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to the ADSs or ordinary shares will be "passive category

Table of Contents income" or, in the case of certain U.S. Holders, "general category income." In addition, subject to certain conditions and limitations, PRC withholding taxes on dividends may be treated as foreign taxes eligible for credit against your U.S. federal income tax liability.

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your ADSs or ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will generally be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Taxation of Disposition of ADSs or Ordinary Shares Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of an ADS or ordinary share equal to the difference between the amount realized (in U.S. dollars) for the ADS or ordinary share and your tax basis (in U.S. dollars) in the ADS or ordinary share. The gain or loss generally will be capital gain or loss. If you are non-corporate U.S. Holder, such as an individual U.S. Holder, who has held the ADS or ordinary share for more than one year, you will be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source gain or loss for foreign tax credit limitation purposes, subject to exceptions and limitations.

Any such gain or loss that you recognize will generally be treated as United States source income or loss. However, in the event we are deemed to be a Chinese "resident enterprise" under PRC tax law, we may be eligible for the benefits of the income tax treaty between the United States and the PRC. Under that treaty, if the PRC tax were to be imposed in any gain from the disposition of the ADSs or ordinary shares, a U.S. Holder that is eligible for the benefits of the treaty may elect to treat such gain as PRC source income. You should consult your tax advisor regarding the proper treatment of gain or loss in your particular circumstances, including the effects of any applicable income tax treaties.

Passive Foreign Investment Company A non-U.S. corporation is considered to be a PFIC for any taxable year if, applying certain look-through rules, either:

• at least 75% of its gross income is passive income; or

• at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income.

Based on the market value of our ADSs and ordinary shares and the composition of our assets and income and our operations, we believe we were not a "passive foreign investment company," or PFIC, for U.S. federal income tax purposes for our taxable year ending December 31, 2007. In addition, we do not expect to be a PFIC for U.S. federal income tax purposes for our current taxable year ending December 31, 2008 or the foreseeable future. However, our PFIC status is a factual determination made after the close of each taxable year, and accordingly we cannot assure you that we will not be treated as a PFIC in our current taxable year or future taxable years.

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If we are a PFIC for any taxable year during which you hold ADSs or shares, you will be subject to special tax rules with respect to any "excess distribution" that you receive and any gain you realize from a sale or other disposition (including a pledge) of the ADSs or ordinary shares, unless you make a "mark-to-market" election as discussed below. Under these special tax rules:

• the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,

• the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

• the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

If we are a PFIC for any year during which you hold ADSs or ordinary shares, we generally will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold ADSs or shares. If we cease to be a PFIC, you may avoid some of the adverse effects of the PFIC regime by making a deemed sale election with respect to the ADSs or ordinary shares, as applicable.

If a U.S. holder makes a mark-to-market election, such holder generally will include as ordinary income the excess, if any, of the fair market value of the ADSs or shares at the end of each taxable year over their adjusted basis, and will be permitted an ordinary loss in respect of the excess, if any, of the adjusted basis of the ADSs or shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). Any gain recognized on the sale or other disposition of ADSs or shares will be treated as ordinary income. The mark-to-market election is available only for "marketable stock," which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. You are urged to consult your tax advisor regarding the application of the PFIC rules to your investment in ADSs or ordinary shares.

Information Reporting and Backup Withholding Dividend payments with respect to ADSs or ordinary shares and proceeds from the sale, exchange or redemption of ADSs or ordinary shares may be subject to information reporting to the Internal Revenue Service and possible U.S. backup withholding at a current rate of 28%, unless the conditions of an applicable exception are satisfied. Backup withholding will not apply to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on Internal Revenue Service Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the Internal Revenue Service and furnishing any required information.

F. Dividends and Paying Agents Not Applicable.

G. Statement by Experts Not Applicable.

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H. Documents on Display We previously filed with the SEC our registration statement on Form F-1 (Registration No. 333-144282, as amended) and prospectus under the Securities Act of 1933, with respect to our ordinary shares. We have also filed with the SEC a related registration statement on F-6 (Registration No. 333-142574) to register the ADSs.

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. You may also obtain additional information over the Internet at the SEC's website at www.sec.gov.

Our financial statements have been prepared in accordance with U.S. GAAP.

We will furnish our shareholders with annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP.

I. Subsidiary Information For a listing of our subsidiaries, see Item 4, "Information on the Company—Organizational Structure."

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Inflation Since our inception, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the change of consumer price index in China was 3.9%, 1.8%, 1.5% and 4.8% in 2004, 2005, 2006 and 2007, respectively.

Foreign Exchange Risk A substantial portion of our sales is currently denominated in Renminbi and Euros, with the remainder in U.S. dollars, while a substantial portion of our costs and expenses is denominated in U.S. dollars and Renminbi, with the remainder in Euros. Therefore, fluctuations in currency exchange rates could have a significant impact on our financial stability due to a mismatch among various foreign currency-denominated sales and costs. Fluctuations in exchange rates, particularly among the U.S. dollar, Renminbi and Euro, affect our gross and net profit margins and could result in foreign exchange and operating losses.

Our exposure to foreign exchange risk primarily relates to currency gains or losses resulting from timing differences between signing of sales contracts and settling of these contracts. Furthermore, we translate monetary assets and liabilities denominated in other currencies into Renminbi, the functional currency of our operating subsidiary, at the rates of exchange in effect at each balance sheet date. We recorded these exchange gains and losses in the statements of operations. We recorded net foreign currency losses of $0.2 million, $1.3 million and $1.2 million in 2005, 2006 and 2007, respectively. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future. As our sales denominated in foreign currencies, such as U.S. dollars and Euros, continue to grow, we will consider using arrangements to hedge our exposure to foreign currency exchange risk.

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Our financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiary is Renminbi. The value of your investment in our ADSs will be affected by the foreign exchange rate between U.S. dollars and Renminbi. To the extent our operating subsidiary holds assets denominated in U.S. dollars, any appreciation of the Renminbi against the U.S. dollar could result in a increase to our financial results. On the other hand, a decline in the value of Renminbi against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results, the value of your investment in our company and the dividends we may pay in the future, if any, all of which may have a material adverse effect on the prices of our ADSs.

Interest Rate Risk Our exposure to interest rate risk primarily relates to interest expenses incurred by our short-term and long-term borrowings, as well as interest income generated by excess cash invested in demand deposits with original maturities of three months or less. Such interest-earning instruments carry a degree of interest rate risk. We have not used any derivative financial instruments to manage our interest rate risk exposure. We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates, because most of our borrowings bear fixed interest rates. However, our future interest expense may increase due to changes in market interest rates.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not Applicable.

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II. PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES Not Applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS In May 2007, we completed an initial public offering of 9,775,000 ADSs on the Nasdaq Global Market at $11.00 per ADS. We received net proceeds after expenses of approximately $95.9 million. The net proceeds from our public offering on NASDAQ were allocated as follows:

• approximately $51 million for purchasing raw materials and other working capital requirements; and

• approximately $20 million for modifying our existing solar cell manufacturing lines and expanding our solar cell manufacturing facilities.

Of the remaining amount of the net proceeds, approximately $20 million has been pledged to procure RMB bank loans for our working capital requirements.

As of December 31, 2007, our cash resources amount to $60.5 million, comprised of cash on hand and demand deposits.

ITEM 15. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this report. Based on such evaluation, our management has concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective.

Internal Control over Financial Reporting This annual report does not include a report of management's assessment regarding internal control over financial reporting and attestation report of the company's registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control There were changes in our internal control over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Prior to our initial public offering in May 2007, we were a young, private company with limited accounting and other resources with which to adequately address our internal controls and procedures. During the audits of our financial statements as of our financial statements as of and for the periods ended December 31, 2004, 2005 and 2006, we and our auditors became aware of certain deficiencies in our internal controls, including a material weakness and a number of significant deficiencies. The material weakness was insufficient resources in our accounting department to properly identify adjustments, analyze transactions and prepare financial statements in accordance with U.S. GAAP. Significant deficiencies included issues relating to segregation of duties, reconciliations between sub-ledger and the general ledger, management of inventory and fixed assets, recording of construction-in-progress, salary expense recording and transaction balance reconciliations. In addition, our

Table of Contents independent registered public accounting firm identified a treasury and cash flow planning deficiency. These deficiencies could adversely affect our ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements and could negatively affect our ability to comply with the requirements of U.S. GAAP. During 2007, we took measures to remediate the above material weaknesses and other control deficiencies, including recruiting additional finance and accounting personnel, implementing additional control procedures, and reinforcing the existing controls. We cannot yet conclude that the implementation of the above measures will fully address the difficulties in our internal control over financial reporting.

In connection with the audit of our financial statements as of and for the period ended December 31, 2007, we and our auditors identified several significant deficiencies in connection with access control on important transactions in our enterprise resource planning, or ERP, system, our management of inventory and fixed assets, recording of construction-in-progress, bad debt provision and ERP software application development; we did not, however, note any material weakness in internal control over financial reporting that would result in material audit adjustments to our financial statements and corrections to our footnote disclosures.

It is important to note that neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal controls for purposes of identifying reporting deficiencies in our internal control over financial reporting, as we and they will be required to do beginning with our annual report on Form 20-F for the fiscal year ending December 31, 2008. We believe it is possible that, had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified.

We plan to remediate the remaining factors that caused our control deficiencies in time to meet the deadline for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. We have engaged an external consultant to assist us in evaluating, designing, implementing and testing our internal controls over financial reporting intended to comply with the requirements of Section 404.

ITEM 16A. COMMITTEE FINANCIAL EXPERT AUDIT Our board of directors has determined that Jian Li, an independent director and member of our audit committee, is an audit committee financial expert.

ITEM 16B. OF ETHICS CODE Our board of directors has adopted a code of ethics that applies to our directors, officers, employees and agents, including certain provisions that specifically apply to our chief executive officer, chief financial officer, senior finance officer, controller, vice presidents and any other persons who perform similar functions for us. We hereby undertake to provide to any person without charge, a copy of our code of business conduct and ethics within ten working days after we receive such person's written request.

ITEM 16C. PRIACCOUNTANT FEES AND SERVICES NCIPAL The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte Touche Tohmatsu CPA Ltd., our principal external auditors, for the periods indicated. We did not pay any tax related or other fees to our auditors during the periods indicated below.

2004 2005 2006 2007 Audit fees(1) — — $ 450,000 $ 480,000 Audit-related fees(2) — — $ 300,000 $ 300,000 Tax fees — — — — All other fees — — — —

(1) "Audit fees" means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal auditors for the audit of our annual financial statements.

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(2) "Audit-related fees" means the aggregate fees billed in each of the fiscal years listed for assurance and related services by our principal auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit fees." Services comprising the fees disclosed under the category of "Audit-related fees" involve principally the issue of comfort letter, rendering of listing advice, and other audit- related services for the years ended December 31, 2004, December 31, 2005, December 31, 2006 and December 31, 2007.

We engaged Deloitte Touche Tohmatsu CPA Ltd. in 2006. Total service fees billed to 2006 related to these professional services in 2004, 2005, 2006 and 2007 amounted to nil, nil, $750,000 and $780,000, respectively.

The policy of our audit committee is to pre-approve all audit and non-audit services provided by Deloitte Touche Tohmatsu CPA Ltd., including audit services, audit-related services, tax services and other services as described above, other than those for de minimus services which are approved by the Audit Committee prior to the completion of the audit.

ITEM 16D. EX FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES EMPTIONS We are in compliance with the Nasdaq corporate governance rules with respect to the audit committee.

ITEM 16E. PU OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS RCHASES Not Applicable.

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III. PART III

ITEM 17. FINANCIAL STATEMENTS We have elected to provide financial statements pursuant to Item 18.

ITEM 18. FINANCIAL STATEMENTS The consolidated financial statements of China Sunergy and its subsidiaries are included at the end of this annual report.

ITEM 19. EXHIBITS

Exhibit Number Description of Document 1.1 Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 2.1 Registrant's Specimen American Depositary Receipt (included in Exhibit 2.3). 2.2 Registrant's Specimen Certificate for Ordinary shares (incorporated by reference to Exhibit 4.2 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 2.3 Form of Deposit Agreement among the Registrant, JPMorgan Chase Bank, N.A. as depositary, and holders of the American Depositary Receipts (incorporated by reference to Exhibit 4.3 from our Registration Statement on Form F-1 Amendment No. 2 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.1 Subscription Agreement among the Registrant and other parties therein dated as of September 17, 2006 (incorporated by reference to Exhibit 4.4 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.2 Shareholders Agreement among the Registrant and other parties therein dated as of September 26, 2006, amended as of October 24, 2006, March 22, 2007 and April 24, 2007 (incorporated by reference to Exhibit 4.5 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.3 Registration Rights Agreement among the Registrant and other parties therein dated as of September 26, 2006 (incorporated by reference to Exhibit 4.6 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.4 Sale and Purchase Agreement among the Registrant, Sunergy BVI and other parties therein dated as of August 29, 2006 (incorporated by reference to Exhibit 4.7 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.5 Agreement for the Transfer and Assumption of Obligations among the Registrant, Sunergy BVI and other parties therein dated as of August 29, 2006 (incorporated by reference to Exhibit 4.8 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.6 Subscription Agreement among the Sunergy BVI, Sunergy Nanjing and other parties therein dated as of April 4, 2006 (incorporated by reference to Exhibit 4.9 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007)

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Exhibit Number Description of Document 4.7 Warrant Purchase Agreement among the Sunergy BVI, Sunergy Nanjing and other parties therein dated as of March 8, 2006 (incorporated by reference to Exhibit 4.10 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.8 Amended Share Incentive Plan, including form of Share Option Award Agreement (incorporated by reference to Exhibit 10.1 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.9* Second Share Incentive Plan, including form of Restricted Share Award Agreement. 4.10 Form of Indemnification Agreement between the Registrant and its directors (incorporated by reference to Exhibit 10.2 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.11* Form of Employment Agreement between the Registrant and a Senior Executive Officer of the Registrant. 4.12* Form of Director Agreement between the Registrant and certain independent directors. 4.13 English Translation of Authorization License for Usage of Trademark between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing dated as of June 7, 2006 (incorporated by reference to Exhibit 10.4 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.14 English Translation of Trademark License Agreement between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing dated as of March 15, 2006 (incorporated by reference to Exhibit 10.5 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.15 English Translation of License Authorization for Usage of Trademark between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing dated as of February 9, 2006 (incorporated by reference to Exhibit 10.6 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.16 English Translation of Purchase Contract (Contract No: JS-0500747) Jiangsu between CEEG Electrical Transmission and Distribution Equipment Co., Ltd. and Sunergy Nanjing dated as of December 1, 2005 (incorporated by reference to Exhibit 10.7 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.17 English Translation of Purchase Contract (Contract No: JS-0500748) Jiangsu between CEEG Electrical Transmission and Distribution Equipment Co., Ltd. and Sunergy Nanjing dated as of December 1, 2005 (incorporated by reference to Exhibit 10.9 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.18 English Translation of Industrial Product Sales Contract between CEEG Nanjing International Trade Co., Ltd. And Sunergy Nanjing undated (incorporated by reference to Exhibit 10.10 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.19 English Translation of Sales Contract between Jiangsu East China Micro-wave Equipment Co., Ltd. and Sunergy Nanjing dated as of April 21, 2006 (incorporated by reference to Exhibit 10.11 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).

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Exhibit Number Description of Document 4.20 English Translation of Sales Contract between Jiangsu East China Micro-wave Equipment Co., Ltd. and Sunergy Nanjing dated as of June 14, 2006 (incorporated by reference to Exhibit 10.12 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.21 English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of September 12, 2006 (incorporated by reference to Exhibit 10.13 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.22 English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of July 11, 2006 (incorporated by reference to Exhibit 10.14 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.23 English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of April 3, 2006 (incorporated by reference to Exhibit 10.15 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.24 English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of April 10, 2006 (incorporated by reference to Exhibit 10.16 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.25 English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of March 3, 2006 (incorporated by reference to Exhibit 10.17 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.26 English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of August 17, 2006 (incorporated by reference to Exhibit 10.18 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.27 English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of August 31, 2006 (incorporated by reference to Exhibit 10.19 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.28 English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of November 14, 2006 (incorporated by reference to Exhibit 10.20 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.29 English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of February 2, 2007 (incorporated by reference to Exhibit 10.21 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.30 English Translation of Long-term Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing undated (incorporated by reference to Exhibit 10.22 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).

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Exhibit Number Description of Document 4.31 English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of March 5, 2007 (incorporated by reference to Exhibit 10.24 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.32 English Translation of Purchase Contract between Jiangsu Zhongneng and Sunergy Nanjing dated as of March 1, 2007 (incorporated by reference to Exhibit 10.13 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.33 English Translation of Long-term Sales Contract between ET Solar Industry Limited and Sunergy Nanjing dated as of February 5, 2007 (incorporated by reference to Exhibit 10.25 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.34 English Translation of Long-term Sales Contract between Wuxi Guofei Green Energy Source Co., Ltd. and Sunergy Nanjing dated as of February 5, 2007 (incorporated by reference to Exhibit 10.26 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.35 English Translation of Loan Contract between Nanjing City Commercial Bank and Sunergy Nanjing dated as of February 7, 2007 (incorporated by reference to Exhibit 10.27 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.36 English Translation of Pledge Contract between Nanjing City Commercial Bank and Sunergy Nanjing dated as of February 5, 2007 (incorporated by reference to Exhibit 10.28 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.37 English Translation of Collateral Escrow Agreement among Nanjing City Commercial Bank , Sunergy Nanjing and Jiangsu Yuanli Ruide Assets Escrow Co., Ltd. dated as of February 5, 2007 (incorporated by reference to Exhibit 10.29 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.38 English Translation of Loan Contract between Nanjing Bank of Communications and Sunergy Nanjing dated as of November 30, 2006 (incorporated by reference to Exhibit 10.30 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.39 English Translation of Guarantee Contract between China Electric Equipment Group Co., Ltd. and Bank of Communications dated as of November 30, 2006 (incorporated by reference to Exhibit 10.31 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.40 English Translation of Form of Loan Contract between Sunergy Nanjing and Industrial and Commercial Bank of China (incorporated by reference to Exhibit 10.32 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.41 English Translation of Form of Pledge Contract between Industrial and Commercial Bank of China (incorporated by reference to Exhibit 10.33 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007).

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Exhibit Number Description of Document 4.42 English Translation of Form of Commodity Financing Pledge Supervision Agreement among Industrial and Commercial Bank of China, Sunergy Nanjing and Jiangsu Yuanli Ruide Assets Supervision Co., Ltd. (incorporated by reference to Exhibit 10.34 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.43 English Translation of Security Undertaking Agreement between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing dated as of December 18, 2006 (incorporated by reference to Exhibit 10.35 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.44 English Translation of Land Use Right Agreement between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing dated as of December 20, 2006 (incorporated by reference to Exhibit 10.36 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.45 English Translation of Property Lease Contract between CEEG (Nanjing) Special Transformers Co., Ltd. and Sunergy Nanjing dated as of August 29, 2006 (incorporated by reference to Exhibit 10.37 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.46 English Translation of Agreement between CEEG (Nanjing) Special Transformers Co., Ltd. and Sunergy Nanjing dated February 22, 2007 (incorporated by reference to Exhibit 10.38 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.47 Series A and Series B Preferred Shares Sale and Purchase Agreement dated as of March 22, 2007 (incorporated by reference to Exhibit 10.39 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.48 English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of March 27, 2007 (incorporated by reference to Exhibit 10.40 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.49 English Translation of Lease Contract between China Electric Equipment Group Co., Ltd and Sunergy Nanjing dated as of April 1, 2007 (incorporated by reference to Exhibit 10.41 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 4.50* English Translation of Joint Venture Contract between Sunergy BVI and CEEG in 2007. 4.51* English Translation of Land Use Right Transfer Agreement between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing dated as of July 23, 2007. 4.52* English Translation of Form of Equipment Purchase Contract between China Electric Equipment Group Co., Ltd and Sunergy Nanjing. 4.53* English Translation of Form of Guarantee Contract between China Electric Equipment Group Co., Ltd. and Bank of Communications. 4.54* English Translation of Comprehensive Credit Granting Contract between Sunergy Nanjing and China Citic Bank dated as of January 9, 2008. 4.55* English Translation of Maximum Guarantee Contract between China Electric Equipment Group Co., Ltd. and China Citic Bank dated as of January 9, 2008.

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Exhibit Number Description of Document 4.56* English Translation of Maximun Guarantee Contract between China Electric Equipment Group Co., Ltd. and Huaxia Bank dated as of May 31, 2007. 4.57* English Translation of Form of Guarantee Contract between China Electric Equipment Group Co., Ltd. and Industrial and Commercial Bank of China. 4.58* English Translation of Maximum Guarantee Contract between China Electric Equipment Group Co., Ltd. and Evergrowing Bank dated as of November 1, 2007. 4.59* English Translation of Guarantee Contract among China Electric Equipment Group, Tingxiu Lu and Agriculture Bank of China dated as of December 27, 2007. 4.60* English Translation of Guarantee Contract between China Electric Equipment Group Co., Ltd. and Nanjing Jiangning Rural Credit Cooperative dated as of January 24, 2008. 4.61* English Translation of Guarantee Contract between China Construction Bank and China Electric Equipment Group Co., Ltd. dated as of November 15, 2007 4.62* English Translation of Guarantee Contract between Tingxiu Lu and Bank of Shanghai dated as of February 2, 2008. 4.63* English Translation of Guarantee Contract between China Electric Equipment Group Co., Ltd. and Bank of Shanghai dated as of February 2, 2008. 4.64* English Translation of Credit Granting Contract between Sunergy Nanjing and China Merchant Bank dated as of January 18, 2008. 4.65* English Translation of Agreement on Co-Construction Transformer Substation between China Electric Equipment Group Co., Ltd. dated as of November 2, 2007. 4.66†* Sales Contract between Aleo Solar AG and Sunergy Nanjing dated as of October 4, 2007 as well as Supplementary Contract dated as of January 21, 2008. 4.67* English Translation of Sales Contract between CEEG Nanjing International Trade Co., Ltd. and Sunergy Nanjing dated as of October 15, 2007. 4.68* English Translation of Purchase Contract between CEEG (Nanjing) Semiconductor Material Co., Ltd. and Sunergy Nanjing dated as of December 11, 2007. 4.69* English Translation of Form of Purchase Contract between CEEG (Nanjing) Semiconductor Material Co., Ltd. and Sunergy Nanjing. 4.70* English Translation of Purchase Contract between CEEG (Nanjing) Semiconductor Material Co., Ltd. and Sunergy Nanjing dated as of December 29, 2007. 4.71* English Translation of Sales Contract between CEEG (Nanjing) Semiconductor Material Co., Ltd. and Sunergy Nanjing dated as of November 20, 2007. 4.72* English Translation of Purchase Contract between CEEG (Nanjing) Solar Research Institute and Sunergy Nanjing dated as of November 28, 2007. 4.73* English Translation of Form of Sales Contract between CEEG (Shanghai) Solar Science and Technology Co., Ltd. and Sunergy Nanjing. 4.74* English Translation of Long-term Sales Contract between CEEG (Shanghai) Solar Science and Technology Co., Ltd. and Sunergy Nanjing dated as of January 10, 2008

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Exhibit Number Description of Document 4.75* English Translation of Purchase Contract between CEEG (Shanghai) Solar Science and Technology Co., Ltd. and Sunergy Nanjing dated as of November 28, 2007. 4.76* English Translation of Module Processing Contract between CEEG (Shanghai) Solar Science and Technology Co., Ltd. and Sunergy Nanjing dated as of December 19, 2007. 4.77* English Translation of Security Agreement between China Electric Equipment Group Co., Ltd. and Sunergy Nanjing. 8.1* Subsidiaries of the Registrant. 11.1 Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 from our Registration Statement on Form F-1 (file no. 333-142367) filed with the Securities and Exchange Commission on April 25, 2007). 12.1* CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.2* CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 13.1* CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13.2* CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 15.1* Consent of Conyers Dill & Pearman. 15.2* Consent of Jun He Law Offices. 15.3* Consent of Deloitte Touche Tohmatsu, Independent Registered Public Accounting Firm.

* Filed with this Annual Report on Form 20-F.

† Confidential treatment has been requested with respect to portions of this exhibit and such confidential treatment portions have been deleted and replaced with "****" and filed separately with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

CHINA SUNERGY CO., LTD. By /S/ RUENNSHENG ALLEN WANG Name: Ruennsheng Allen Wang Title: Chief Executive Officer

Date: June 6, 2008

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CHINA SUNERGY CO., LTD. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2005, 2006 and 2007 F-3 Consolidated Statements of Operations for the years ended December 31 2005, 2006 and 2007 F-5 Consolidated Statements of Shareholders' Equity and Comprehensive Income (Loss) for the years ended December 31, 2005, 2006 and 2007 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2006 and 2007 F-7 Notes to the Consolidated Financial Statements F-9 Additional Information—Financial Statements Schedule I F-32

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF CHINA SUNERGY CO., LTD.

We have audited the accompanying consolidated balance sheets of China Sunergy Co., Ltd. and subsidiaries (the "Group") as of December 31, 2005, 2006 and 2007, and the related consolidated statements of operations, shareholders' equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2007 and the related financial statement schedule included in Schedule I. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of China Sunergy Co., Ltd. and subsidiaries as of December 31, 2005, 2006 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.

Deloitte Touche Tohmatsu CPA Ltd. Shanghai, China May 19, 2008

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CHINA SUNERGY CO., LTD. CONSOLIDATED BALANCE SHEETS (In U.S. dollars)

December 31, 2005 2006 2007 $ $ $ ASSETS Current assets: Cash and cash equivalents 2,765,387 14,749,575 60,457,666 Restricted cash 21,958,666 4,952,473 23,473,400 Inventories 6,647,035 44,331,156 56,091,909 Accounts receivable, net of allowance for doubtful accounts of, $nil, $nil and $nil in 2005, 2006 and 2007, respectively 1,705,390 43,048,151 26,817,355 Advances to suppliers, net of allowance for doubtful accounts of $nil, $nil and $1,109,602 in 2005, 2006 and 2007, respectively 17,408,297 26,281,257 79,912,181 Amounts due from related parties 14,104,283 1,976,410 2,111,890 Current deferred tax assets — — 527,361 Prepaid expenses and other current assets 280,858 1,081,935 16,315,963

Total current assets 64,869,916 136,420,957 265,707,725 Property, plant and equipment, net 13,413,907 38,729,631 52,928,765 Intangible assets, net 943,674 1,026,447 2,179,486 Non-current deferred tax assets 79,757 150,431 328,574

TOTAL ASSETS 79,307,254 176,327,466 321,144,550

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CHINA SUNERGY CO., LTD. CONSOLIDATED BALANCE SHEETS—(Continued) (In U.S. dollars)

December 31, 2005 2006 2007 $ $ $ LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY Current liabilities: Short-term bank borrowings 21,684,717 69,262,771 121,841,022 Current portion of long-term borrowings — 8,673,886 — Accounts payable 3,215,822 11,845,496 7,157,113 Accrued expenses and other current liabilities 924,154 1,368,368 2,344,176 Advances from customers 11,131,870 949,915 4,892,450 Amounts due to related parties 28,436,868 3,742 8,214

Total current liabilities 65,393,431 92,104,178 136,242,975 Long-term bank borrowings 8,673,886 — — Other liabilities — 157,595 1,053,482

Total liabilities 74,067,317 92,261,773 137,296,457

Commitments and contingencies (Note 16) Mezzanine equity: Series A redeemable convertible preferred shares ($0.0001 par value; 12,847,300 shares authorized, nil, 12,847,340 and nil shares issued and outstanding as of December 31, 2005, 2006 and 2007, respectively) — 13,227,862 — Series B redeemable convertible preferred shares ($0.0001 par value; 23,905,100 shares authorized, nil, 23,905,100 and nil shares issued and outstanding as of December 31, 2005 2006 and 2007, respectively) — 28,501,788 — Series C redeemable convertible preferred shares ($0.0001 par value; 6,901,000 shares authorized, nil, 6,901,000 and nil shares issued and outstanding as of December 31, 2005 2006 and 2007, respectively) — 20,056,093 — Shareholders' equity: Ordinary shares (par value $0.0001; 463,247,600 shares authorized, nil, 104,544,000 and 237,332,777 shares issued and outstanding as of December 31, 2005, 2006 and 2007, respectively) — 10,454 23,733 Additional paid-in capital 9,450,000 20,144,945 178,361,461 Subscription receivable (3,052,020) — — Accumulated deficit (1,266,067) — (4,854,650) Accumulated other comprehensive income 108,024 2,124,551 10,317,549

Total shareholders' equity 5,239,937 22,279,950 183,848,093

TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY 79,307,254 176,327,466 321,144,550

The accompanying notes are an integral part of these consolidated financial statements.

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CHINA SUNERGY CO., LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (In U.S. dollars, except share data)

Years ended December 31, 2005 2006 2007 $ $ $ Net revenues 13,749,667 149,520,944 234,907,901 Cost of revenues (11,795,673) (122,889,246) (216,880,921)

Gross profit 1,953,994 26,631,698 18,026,980

Selling expenses (38,461) (1,014,442) (1,644,234) General and administrative expenses (1,583,632) (9,900,617) (13,664,204) Research and development expenses (48,525) (545,783) (2,555,073)

Total operating expenses (1,670,618) (11,460,842) (17,863,511)

Income from operations 283,376 15,170,856 163,469 Interest expense (620,399) (3,002,054) (7,394,229) Interest income 113,604 419,720 1,577,194 Other income (expense), net (163,332) (844,814) 93,412

(Loss) income before income taxes (386,751) 11,743,708 (5,560,154) Tax benefit 79,757 70,674 705,504

Net (loss) income (306,994) 11,814,382 (4,854,650) Dividend on Series A redeemable convertible preferred shares — (13,377,452) (154,723) Dividend on Series B redeemable convertible preferred shares — (28,551,788) (330,229) Dividend on Series C redeemable convertible preferred shares — (7,097,263) (233,125)

Net loss attributable to holders of ordinary shares (306,994) (37,212,121) (5,572,727)

Net loss per share: Basic $ (0.00) $ (0.36) $ (0.04)

Diluted $ (0.00) $ (0.36) $ (0.04)

Shares used in computation: Basic 108,000,000 103,583,178 185,165,757

Diluted 108,000,000 103,583,178 185,165,757

The accompanying notes are an integral part of these consolidated financial statements.

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CHINA SUNERGY CO., LTD. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS) (In U.S. dollars, except share data)

Additional Accumulated paid-in other Subscription Accumulated comprehensive Comprehensive Ordinary shares capital receivable (deficit) income Total (loss) income Number $ $ $ $ $ $ $ Balance at January 1, 2005 — — 9,450,000 (5,297,811) (959,073) 23 3,193,139 Contribution from shareholders — — — 2,245,791 — — 2,245,791 Net loss — — — — (306,994) — (306,994) (306,994) Foreign currency translation adjustments — — — — — 108,001 108,001 108,001

Balance at December 31, 2005 — — 9,450,000 (3,052,020) (1,266,067) 108,024 5,239,937 (198,993)

Reorganization Contribution from shareholders — — — 2,512,020 — — 2,512,020 Excess of prorata distribution to shareholders — — 3,708,844 — — — 3,708,844 Forgiveness of shareholder receivable — — — 540,000 — — 540,000 Purchase and retirement of treasury shares — — (2,701,792) — — — (2,701,792) Distribution on reorganization — — — (4,046,811) — — (4,046,811) Issuance of ordinary shares 99,144,000 9,914 — — — — 9,914 Exercise of warrant 5,400,000 540 — — — — 540 Return of distribution on reorganization — — — 4,046,811 — — 4,046,811 Series A beneficial conversion Feature — — 13,110,400 — — — 13,110,400 Series B beneficial conversion Feature — — 27,999,948 — — — 27,999,948 Series C beneficial conversion Feature — — 6,941,170 — — — 6,941,170 Dividend on Series A redeemable convertible preferred shares — — (2,829,137) — (10,548,315) — (13,377,452) Dividend on Series B redeemable convertible preferred shares — — (28,551,788) — — — (28,551,788) Dividend on Series C redeemable convertible preferred shares — — (7,097,263) — — — (7,097,263) Share-based compensation — — 114,563 — — — 114,563 Net income — — — — 11,814,382 — 11,814,382 11,814,382 Foreign currency translation adjustments — — — — — 2,016,527 2,016,527 2,016,527

Balance at December 31, 2006 104,544,000 10,454 20,144,945 — — 2,124,551 22,279,950 13,830,909

Issuance of ordinary shares upon initial public offering net of issuance cost of $11,616,804 58,650,000 5,865 95,902,331 — — — 95,908,196 Dividend on Series A redeemable convertible preferred shares — — (154,723) — — — (154,723) Dividend on Series B redeemable convertible preferred shares — — (330,229) — — — (330,229) Dividend on Series C redeemable convertible preferred shares — — (233,125) — — — (233,125) Conversion of Series A, B and C redeemable convertible preferred shares into ordinary shares 74,138,777 7,414 62,496,406 — — — 62,503,820 Share-based compensation — — 535,856 — — — 535,856 Net loss — — — — (4,854,650) — (4,854,650) (4,854,650) Foreign currency translation adjustments — — — — — 8,192,998 8,192,998 8,192,998

Balance at December 31, 2007 237,332,777 23,733 178,361,461 — (4,854,650) 10,317,549 183,848,093 3,338,348

The accompanying notes are an integral part of these consolidated financial statements.

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CHINA SUNERGY CO., LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (In U.S. dollars)

Years ended December 31, 2005 2006 2007 $ $ $ Operating activities: Net loss attributable to holders of ordinary shares (306,994) (37,212,121) (5,572,727) Dividend on Series A redeemable convertible preferred shares — 13,377,452 154,723 Dividend on Series B redeemable convertible preferred shares — 28,551,788 330,229 Dividend on Series C redeemable convertible preferred shares — 7,097,263 233,125

Net (loss) income (306,994) 11,814,382 (4,854,650) Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 321,525 1,798,331 4,315,613 Bad debt provision — — 1,134,926 Inventory write-down — — 1,661,594 Share-based compensation — 114,563 535,856 Forgiveness of shareholder receivable — 540,000 — Provision for warranty costs — 157,595 80,505 Excess of prorata distribution to shareholders — 3,708,844 — Purchase and retirement of treasury shares — 408,608 — Loss from disposal of property, plant and equipment — 61,677 54,397 Changes in operating assets and liabilities: Inventories (6,617,524) (37,684,121) (13,422,347) Accounts receivable (1,705,390) (41,342,761) 16,230,796 Advances to suppliers (17,408,297) (8,872,960) (54,740,526) Prepaid expenses and other current assets (268,430) (801,077) (15,259,352) Amounts due from related parties — (1,925,286) (135,480) Accounts payable 1,462,312 5,495,031 (3,402,165) Accrued expenses and other current liabilities 328,881 560,976 917,413 Advances from customers 11,131,870 (10,181,955) 3,942,535 Amount due to related parties — — 4,472 Deferred other income — — 815,382 Interest and income tax payable 54,000 71,773 58,395 Deferred tax assets (79,757) (70,674) (705,504)

Net cash used in operating activities (13,087,804) (76,147,054) (62,768,140)

Investing activities: Purchases of property, plant and equipment (10,390,275) (23,143,893) (15,568,560) Proceeds from disposal of property, plant and equipment — 2,505 110 Purchase of intangibles — (1,727,780) (1,182,432) Proceeds from government grant — 1,105,538 — Change in restricted cash (19,942,409) 17,006,193 (18,520,927)

Net cash used in investing activities (30,332,684) (6,757,437) (35,271,809)

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CHINA SUNERGY CO., LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued) (In U.S. dollars)

Years ended December 31, 2005 2006 2007 $ $ $ Financing activities: Proceeds from investor upon formation of the Company — 13,110,400 — Issuance cost of Series A redeemable convertible preference shares — (99,590) — Proceeds from issuance of Series B redeemable convertible preference shares — 27,999,948 — Proceeds from issuance of Series C redeemable convertible preference shares — 20,000,000 — Proceeds from issuance of ordinary shares — 10,454 107,525,000 Issuance cost of ordinary shares — — (11,616,804) Cash contributions received from shareholders 2,245,791 2,512,020 — Distribution on reorganization — (4,046,811) — Return of distribution on reorganization — 4,046,811 — Purchase and retirement of treasury share — (3,110,400) — Amounts due from related parties (11,848,165) 14,053,159 — Amounts due to related parties 26,102,216 (28,433,126) — Proceeds from short-term bank borrowings 25,040,263 80,087,689 168,006,462 Proceeds from long-term bank borrowings 6,821,417 — — Repayment of bank borrowings (3,622,041) (34,007,393) (128,882,001)

Net cash provided by financing activities 44,739,481 92,123,161 135,032,657

Effect of exchange rate changes 414,605 2,765,518 8,715,383

Net increase in cash and cash equivalents 1,733,598 11,984,188 45,708,091 Cash and cash equivalents at the beginning of the year 1,031,789 2,765,387 14,749,575

Cash and cash equivalents at the end of the year 2,765,387 14,749,575 60,457,666

Supplemental disclosure of cash flow information: Interest paid 620,399 3,002,054 7,210,061

Income taxes paid — — —

Supplemental disclosure of non-cash investing activities: Purchase of property, plant and equipment included in accounts payable 1,032,578 4,721,828 1,286,218

Supplemental disclosure of non-cash financing activities: Exchange of investor contribution for Series A redeemable convertible preference shares — 13,010,810 — Redeemable convertible preference shares issuance costs included in accrued expenses and other current liabilities — 200,000 —

The accompanying notes are an integral part of the consolidated financial statements.

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CHINA SUNERGY CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES China Sunergy Co., Ltd. (the "Company") was incorporated under the laws of the Cayman Islands on August 4, 2006.

The Company entered into an agreement with the equity owners of China Sunergy Co., Ltd., a company incorporated under the laws of the British Virgin Islands, ("China Sunergy BVI") to initiate a restructuring process, whereby the Company acquired a 100% interest in China Sunergy BVI. The restructuring process was completed on August 30, 2006. This transaction has been accounted for as a legal reorganization as there was no change in the ownership structure between the Company and China Sunergy BVI.

On April 26, 2006, China Sunergy BVI issued 1,045,440 warrants on a pro rata basis to the shareholders, or their assignees, that owned 100% of China Sunergy (Nanjing) Co., Ltd. ("Sunergy Nanjing") in exchange for their equity interests (see Note 7). This transaction has been accounted for as a legal reorganization with all share and per share data being restated to give retroactive effect to this transaction. Of the 1,045,440 warrants, 991,440 warrants were exercised immediately into ordinary shares, and the remaining 54,000 warrants were exercised in August 2006.

In April 2007, the Company effected a 100-for-one share split, as a result of which each of the ordinary share, Series A preferred share, Series B preferred share and Series C preferred share was subdivided into 100 ordinary shares, 100 Series A preferred shares, 100 Series B preferred shares and 100 Series C preferred shares, respectively. This share split has been retroactively reflected for all periods presented.

On December 7, 2007, China Sunergy Hong Kong Co., Ltd. ("Sunergy Hong Kong") was incorporated in Hong Kong under China Sunergy BVI. In the same month, China Sunergy BVI swapped all of the equity interests in Sunergy Nanjing to Sunergy Hong Kong, who became Sunergy Nanjing's direct holding company.

The Company and its subsidiaries (collectively referred to as the "Group") are principally engaged in the design, development, manufacturing and marketing of solar cells in the People's Republic of China (the "PRC") and overseas markets. During the periods covered by the consolidated financial statements, substantially all of the Group's business was conducted through Sunergy Nanjing.

As of December 31, 2007, the Company's subsidiaries include the following entities:

Date of Percentage of Subsidiaries' Name Principal Activities Incorporation Ownership Place of Incorporation China Sunergy Co., Ltd. Investment Holding January 27, 2006 100% British Virgin Islands China Sunergy (Hong Kong) Co., Limited Investment Holding December 7, 2007 100% Hong Kong China Sunergy Europe Gmbh Marketing Service November 27, 2007 100% Germany China Sunergy (Nanjing) Co., Ltd. (previously named as CEEG (Nanjing) PV- Solar cells August 2, 2004 100% PRC Tech Co., Ltd) manufacturing China Sunergy (Shanghai) Co., Ltd. (previously named as CEEG (Shanghai) Solar cells November 1, 2007 95% PRC PV-Tech Co., Ltd) manufacturing

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (a) Basis of presentation The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

(b) Basis of consolidation The consolidated financial statements include the assets, liabilities revenues and expenses of the Group. All significant intercompany transactions and balances have been eliminated on consolidation.

(c) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Group bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the consolidated financial statements include inventory valuation, allowance on accounts receivable and supplier advances, provision of warranty costs, and the useful lives of and impairment for property, plant and equipment and intangible assets.

(d) Cash and cash equivalents and restricted cash Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less.

Restricted cash represents bank deposits for securing letter of credit and bank guarantee that are not available for use in operations.

(e) Inventories Inventories are stated at the lower of cost or market value. Cost is determined using the weighted-average method.

The Group outsourced portions of its manufacturing process, including cutting ingots into wafers. These outsourcing arrangements do not include transfer of title of the raw material inventory (silicon or ingots) to the third-party manufacturers. Such raw materials are recorded as raw material inventory when purchased from suppliers and while in the possession of the third-party manufacturers. Upon receipt of the processed inventory, it is reclassified to work-in-progress inventory and a processing fee is paid to the third-party manufacturers.

(f) Property, plant and equipment Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on a straight-line basis over the following estimated useful lives:

Buildings 20 years Machinery 10 years Furniture, fixtures and equipment 5 years Motor vehicles 5 years

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

Costs incurred in constructing new facilities, including progress payments and other costs related to construction, are capitalized. Interest cost incurred and capitalized in respect of construction of new facilities amounted to $410,536, $nil, and $nil for the years ended December 31, 2005, 2006 and 2007, respectively.

(g) Intangible assets Land use rights are recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over 50 years based on the terms of the land use right agreement.

(h) Impairment of long-lived assets The Group evaluates its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Group measures impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group would recognize an impairment loss equal to the excess of the carrying amount over the fair value of the assets.

(i) Income taxes Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carryforwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities, or the expected timing of their use when they do not relate to a specific asset or liability.

(j) Revenue recognition Sales of solar cells and modules are recorded when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. Customers do not have any rights of return. A portion of the Group's sales to domestic customers require the customers to prepay before delivery has occurred. Such prepayments are recorded as advances from customers in the consolidated balance sheets until delivery has occurred. A majority of the Group's contracts with overseas customers are written such that the customer takes title and assumes the risks and rewards of ownership of the products upon shipment. Accordingly, the Group recognizes revenue upon documentary evidence of shipment, assuming all other criteria have been met.

(k) Buy-and-sell arrangements The Group has buy-and-sell arrangements with certain raw material vendors wherein the Group sells finished goods, comprised of solar cells, and acquires raw materials in the form of silicon wafers. These arrangements are with counterparties in the same line of business as the Group and are executed as a means of securing a consistent supply of silicon wafer raw materials. The Group records such transactions at fair value.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

During the years ended December 31, 2005, 2006 and 2007, the Group purchased $3,262,140, $35,538,653 and $15,173,393 of raw materials and sold $8,235,024, $47,157,841 and $10,517,112 of finished goods, respectively, under these buy-and-sell arrangements.

(l) Cost of revenue Cost of revenue includes production and indirect costs, as well as shipping and handling costs for products sold and warranty costs.

(m) Research and development Research and development costs are expensed when incurred.

(n) Advertising expenses Advertising expenses are charged to the statements of operations in the period incurred. The Group incurred advertising expenses amounting to $45,030, $231,514 and $363,237 for the years ended December 31, 2005, 2006 and 2007, respectively.

(o) Warranty cost For solar cells, the Group warrants its products against specified declines in the initial minimum power generation capacity for up to 20 years after sales have taken place. The Group has the right to repair or replace the solar cells based on the specific nature of the defect claims under the terms of the warranty policy. The Group maintains warranty reserves to cover potential liabilities that could arise under these warranties. Due to limited warranty claims to date, the Group accrues the estimated costs of warranties at 0.5% of solar cell sales. Since the beginning of 2007, however, the Group has aborted such warranty terms in solar cell sales contracts signed in 2007.

Beginning in 2007, the Group began selling modules. Generally, the warranty is for a period of between 20 to 25 years and covers the modules sold by the Group. The Group estimates and accrues the costs of warranties at 1% of module sales.

Due to very limited claims occurred to date, the warranty provisions for cells and modules are mainly based on an assessment competitors' accrual history and industry practice. Actual warranty costs are accumulated and charged against the accrued warranty liability. To the extent that accrual warranty costs differ from the estimates, the Group will prospectively revise its accrual rate.

(p) Government grants Government grants are recognized when received and all the conditions for their receipt have been met. Government grants are recognized as income in the period in which the related expenditures are recorded. Capital grants for the acquisition of equipment are recorded as a liability until earned and then offset against the related capital assets.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

(q) Foreign currency translation The functional and reporting currency of the Company is the United States dollar ("US dollar"). Monetary assets and liabilities denominated in other currencies other than the US dollar are translated into US dollar at the rates of exchange in effect at the balance sheet dates. Transactions dominated in currencies other than the US dollar during the year are converted into US dollar at the applicable rates of exchange prevailing when the transactions occur. Transaction gains and losses are recorded in the statements of operations.

The financial records of the Group's subsidiaries are maintained in their local currencies. Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenue, expenses, gains and losses are translated at the average rate for the period. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income in the statements of shareholders' equity.

(r) Comprehensive income (loss) Comprehensive income (loss) includes all changes in equity except those resulting from investments by owners and distributions to owners and is comprised of net income (loss) and foreign currency translation adjustments.

(s) Foreign currency risk The functional currency of the Group's subsidiaries which operate in the PRC is Renminbi ("RMB"). The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China foreign exchange trading system market. The Group's aggregate amount of cash and cash equivalents and restricted cash denominated in RMB amounted to $22,810,286, $5,420,911 and $41,036,439 at December 31, 2005, 2006 and 2007, respectively.

(t) Concentration of credit risk Financial instruments that potentially expose the Group to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable and advance to suppliers. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

The Group performs ongoing credit evaluations of customers and suppliers and generally does not require collateral or other security from its customers. The Group establishes an allowance for doubtful accounts primarily based upon the age of the receivables and advances and factors surrounding the credit risk of specific customers and suppliers.

The Group recognized bad debt provision of $nil, $nil and $1,134,926 for the year ended December 31, 2005, 2006 and 2007, respectively.

(u) Fair value of financial instruments The carrying amounts of accounts receivable, accounts payable and short-term borrowings approximate their fair values due to the short-term maturity of these instruments.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

The fair value of the long-term bank borrowings was approximately $8,712,445 as at December 31, 2005, based on discounted cash flows. There were no long-term bank borrowings at December 31, 2006 and 2007.

(v) Net loss per share Basic loss per share is computed by dividing loss attributable to holders of ordinary shares by the weighted-average number of ordinary shares outstanding during the year. Diluted loss per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. Generally, ordinary share equivalents are excluded from the computation in loss periods as their effects would be anti-dilutive.

There were no potentially dilutive securities during the year ended December 31, 2005. For the year ended December 31, 2006, the series A, series B and series C redeemable convertible preference shares of 12,847,300, 23,905,100 and 6,901,000, respectively, as well as 54,000 warrants and 1,467,200 share options were excluded from the calculation of dilutive EPS as their effects would have been anti-dilutive. For the year ended December 31, 2007, 1,586,900 share options were excluded from the calculation of dilutive EPS as their effects would have been anti-dilutive.

The terms of the series A, series B and series C preferred share subscription agreements allow for the preferred shareholders to participate equally with the common shareholders with regards to any dividends declared and payable, after the payment of preferred shares dividends. The subscription agreements do not require the preferred shareholders to participate in losses of the Company. Accordingly, the Company presents earnings per share using the two-class method when the operations of the company result in earnings, and not losses, for any given period.

Upon the consummation of the Group's initial public offering on May 22, 2007, the series A, series B and series C redeemable convertible preference shares were automatically converted into ordinary shares. The two class method of computing earnings per share ceased to apply on the conversion date.

The following table sets forth the computation of basic and diluted income per share for the periods indicated:

Years ended December 31, 2005 2006 2007 $ $ $ Net loss attributable to ordinary shareholders—basic and diluted $ (306,994) $ (37,212,121) $ (5,572,727) Allocation of undistributed earnings to preferred shares for participating rights to dividends* $ — $ — $ 950,009

Net loss attributable to ordinary shareholders $ (306,994) $ (37,212,121) $ (6,522,736)

Weighted-average ordinary shares outstanding—basic 108,000,000 103,583,178 185,165,757

Weighted-average ordinary shares outstanding—diluted 108,000,000 103,583,178 185,165,757

Net loss per share: Basic $ (0.00) $ (0.36) $ (0.04)

Diluted $ (0.00) $ (0.36) $ (0.04)

* Reflects the allocation of net income of $1,826,535 for the period from January 1, 2007 to May 22, 2007, the date on which the preference shares were converted into ordinary shares.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

(w) Share-based compensation The Group has adopted SFAS No. 123 R, "Share-based Payment," which requires that share-based payment transactions with employees, such as restricted shares or stock options, be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period, which is generally the vesting period, with a corresponding addition to paid-in capital.

(x) Recently issued accounting pronouncements In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurement" ("SFAS 157"), which defines fair value, establishes a framework for measuring fair value and expands disclosures about assets and liabilities measured at fair value. The Group will be required to adopt SFAS 157 for fiscal year beginning January 1, 2008. The Group is currently evaluating the impact, if any, of SFAS 157 on its consolidated financial position, results of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Group is currently evaluating the impact, if any, of SFAS 159 on its consolidated financial position, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations" ("SFAS 141R"), which replaces SFAS No. 141, "Business Combinations." The statement retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in purchase accounting. It also changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition related costs as incurred. SFAS 141R is effective for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2008 and will apply prospectively to business combinations completed on or after that date. The Group is currently evaluating the impact, if any, of SFAS 141R on its consolidated financial position, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in Consolidated Financial Statements," an amendment of ARB 51 ("SFAS 160"). SFAS 160 requires noncontrolling interests in subsidiaries initially to be measured at fair value and classified as a separate component of equity. SFAS 160 also requires that when a parent company acquires control of a subsidiary, it must include 100% of the fair value of all of the acquired company's assets and liabilities in its consolidated financial statements. SFAS 160 is effective for the Group for fiscal 2009. The Group is currently assessing the impact of SFAS 160 on its consolidated financial position and results of operations and cash flows.

In March 2008, the FASB issued SFAS No. 161," Disclosures About Derivative Instruments and Hedging Activities," an amendment of FASB Statement No.133 ("SFAS 161"). SFAS 161 requires enhanced disclosures to help investors better understand the effect of an entity's derivative instruments and related hedging activities on its financial position, financial performance, and cash flows. Statement 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Group will adopt SFAS 161 on January 1, 2009.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

3. INVENTORIES Inventories consist of the following:

At December 31, 2005 2006 2007 $ $ $ Raw materials 5,257,978 37,579,053 33,659,206 Work-in-process 433,334 472,173 117,437 Finished goods 955,723 6,279,930 22,315,266

Inventories 6,647,035 44,331,156 56,091,909

4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consist of the following:

At December 31, 2005 2006 2007 $ $ $ Buildings 4,958,741 6,434,679 6,779,011 Plant and machinery 5,555,469 33,046,676 40,871,028 Furniture, fixtures and equipment 375,438 889,649 1,881,422 Motor vehicles 81,681 212,359 393,571

10,971,329 40,583,363 49,925,032 Less: Accumulated depreciation (299,830) (2,108,022) (6,622,316)

10,671,499 38,475,341 43,302,716 Construction in process 2,742,408 254,290 9,626,049

Property, plant and equipment, net 13,413,907 38,729,631 52,928,765

Depreciation expense was $298,607, $1,773,603 and $4,286,220 for the years ended December 31, 2005, 2006 and 2007, respectively.

The construction in process primarily relates to the construction of four new production lines.

5. INTANGIBLE ASSETS, NET Amortized intangible assets, net consist of the following:

At December 31, 2005 2006 2007 $ $ $ Cost 966,592 1,074,093 2,256,525 Less: Accumulated amortization (22,918) (47,646) (77,039)

Intangible assets, net 943,674 1,026,447 2,179,486

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

The intangible assets at December 31, 2005 and 2006 represent rights to usage of land in the PRC for a period of 50 years, effective from November 12, 2004. Sunergy Nanjing paid $483,296 in 2004 and $1,727,780 in 2006, in respect of the rights, and subsequently received a government grant of $1,105,538 in 2006 as an incentive for local capital investment. The Group has presented the cost of the rights paid, net of the grants received.

In addition, Sunergy Nanjing purchased a right to use a parcel of land, approximately 26,000 square meters, from a related party, China Electric Equipment Group Co., Ltd, or CEEG, in August 2007, at a consideration approximately $1.2 million. The land use right represents rights to usage of land in the PRC for a period of 46 years, effective from August 21, 2007.

Amortization expense was $22,918, $24,728 and $29,393 for the year ended December 31, 2005, 2006 and 2007.

For 2008, 2009, 2010, 2011 and 2012, the Group will record annual amortization expense of approximately $47,004.

6. BANK BORROWINGS

At December 31, 2005 2006 2007 $ $ $ Short-term bank borrowings 21,684,717 69,262,771 121,841,022 Current portion of long-term borrowings — 8,673,886 — Long-term bank borrowing 8,673,886 — —

Total 30,358,603 77,936,657 121,841,022

The short-term bank borrowings outstanding as of December 31, 2005, 2006 and 2007 bore an average interest rate of 5.667%, 5.933% and 6.266% per annum, respectively. These loans represent borrowings of Sunergy Nanjing from various financial institutions and represent the maximum amount available under each facility. Each of these borrowings has a term of one year, and expires at various times throughout the year.

On November 18, 2004, Sunergy Nanjing entered into an unsecured loan agreement with Nanjing Commercial Bank for $6,149,303, due in November 2007. $1,812,360 was drawn down on November 25, 2004, and the remaining $4,336,943 was drawn down on January 4, 2005. The loan is subject to interest at a rate of 6.336% per annum.

On October 31, 2005, Sunergy Nanjing entered into an unsecured loan agreement with Bank of Communications for an amount of $2,524,583, due in October 2007. The loan is subject to interest at a rate of 6.336% per annum.

At December 31, 2007, approximately $28.7 million and $16.4 million of the short-term bank borrowings are secured by raw materials and a standby letter of credit from an off-shore bank, respectively. The remaining short-term borrowings are guaranteed by China Electric Equipment Group Co., Ltd., which is a related party, and Wuxi Guofei Green Energy Co., Ltd.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

7. RESTRUCTURING In April 2006, China Sunergy BVI underwent a legal reorganization as discussed in Note 1. To effect the reorganization, the following occurred either at or near the date of reorganization:

• China Sunergy BVI was formed by a single shareholder who contributed $13.1 million in cash in exchange for one common share of China Sunergy BVI.

• China Sunergy BVI issued loans to Sunergy Nanjing and three of its founding shareholders (the "Loans") for $10 million and $3.1 million, respectively. Approximately $2.0 million of the $3.1 million received by the founding shareholders was immediately contributed to Sunergy Nanjing in satisfaction of outstanding capital contribution requirements.

• Two shareholders (the "Transferors") transferred 10% of their ownership interest in Sunergy Nanjing to two of the remaining three beneficial shareholders of Sunergy Nanjing (the "Transferees"), who were directors and officers of Sunergy Nanjing, one of which assumed the Transferors unfunded capital contribution requirement of $540,000. China Sunergy accounted for this transaction as a contribution of capital by the Transferors followed by a non prorata dividend distribution to the Transferees. As a result, China Sunergy BVI recorded a compensation charge of approximately $3.7 million, equal to the fair value of the interest received by one of the Transferees in excess of what that Transferee would have received had the distribution been made on a prorata basis.

• The Loans were effectively converted into 12,847,300 shares of Series A redeemable convertible preference shares ("Series A Shares"). This resulted in the three founding shareholders relinquishing a 3.2% ownership interest in Sunergy Nanjing (3,456,000 common shares of China Sunergy BVI on a post-restructuring basis), in exchange for the $3.1 million in loans outstanding. The fair value of the 3.2% ownership interest has been recorded as a reduction in additional paid-in capital. The excess of the $3.1 million in loans outstanding over the fair value of the 3.2% ownership interest received of $408,608 has been recorded as compensation expense. China Sunergy BVI effectively reclassified the carrying value of the Loans to Series A Shares.

• China Sunergy BVI acquired all of Sunergy Nanjing's ownership interests for approximately $4.04 million. Substantially all of this was paid to Sunergy Nanjing's Chinese shareholder in order to comply with established regulatory practice, which requires that Chinese shareholders be paid not less than net asset value or investment cost for their equity interest in Sunergy Nanjing. A nominal amount was paid to the remaining shareholders. Under agreement, the Chinese shareholder remitted the $4.04 million to Sunergy Nanjing in August 2006. As a result, China Sunergy BVI will have paid nominal consideration to all Sunergy Nanjing shareholders for all of their equity interests in Sunergy Nanjing.

• China Sunergy BVI issued 1,045,440 warrants (the "Warrants"), exercisable into 104,544,000 ordinary shares to the shareholders of Sunergy Nanjing to purchase China Sunergy BVI's common shares at a nominal exercise price. The Warrants do not confer any voting rights or rights to dividends to the holders thereof.

• The Transferors effectively sold 54,000 Warrants to an unrelated third-party for proceeds of approximately $5.2 million. The Warrants were exercised into common shares of China Sunergy BVI in August 2006.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

8. REDEEMABLE CONVERTIBLE PREFERRED SHARES As discussed in Note 7, in April 2006, China Sunergy BVI issued 12,847,300 Series A redeemable convertible preferred shares, par value $0.0001 per share (the "Series A Shares"). China Sunergy BVI incurred issuance costs of $149,590 which it has deducted from the carrying value of the loans and, correspondingly, the Series A shares. In May 2006, China Sunergy BVI issued 23,905,100 Series B redeemable convertible preferred shares, par value $0.0001 per share (the "Series B Shares"), China Sunergy BVI incurred issuance costs of $50,000 which it has deducted from the carrying value of the Series B shares.

In September 2006, the Company issued 6,901,000 Series C redeemable convertible preferred shares, par value $0.0001 per share (the "Series C Shares") (collectively with the Series A and Series B Shares, the "Preferred Shares"), and incurred issuance costs of $100,000 which it has deducted from the carrying value of the Series C shares.

Dividends The Preferred Shares are entitled to dividends at an annual rate of 3% of the original issue price, compounded quarterly, whether or not declared by the Board of Directors of the Company. After payment of the Preferred Shares dividend, holders of Preferred Shares are entitled to participate in dividends paid to holders of ordinary shares on an as-converted basis.

Conversion The preferred shares, plus all accrued but unpaid dividends thereon were originally convertible into ordinary shares at pre-set conversion prices, at the option of the holder at any time after the date of issuance of such shares. The preferred shares are automatically converted upon the consummation of an initial public offering ("IPO") or by obtaining the necessary written consent from the holders of the Preferred Shares. An IPO refers to an initial public offering duly approved by the Company's board of directors. The conversion price is subject to adjustment for dilution, the issuance of additional equity securities with a conversion price lower than that of the Preferred Shares, upon certain distributions made by the Company and upon an earnings adjustment in the event the Company's 2006 (for series A and B); and 2007 (for series C) net earnings as defined under the agreement, is less than a predefined amount.

For each of the Preferred Shares, the Group recognized an initial beneficial conversion feature ("BCF") based on the conversion price that would be in effect assuming the Group would not generate any additional income or issue any additional ordinary shares on A, series B and series C issuance dates, the Group's earnings were below the pre-defined amounts. As such, the Group assumed that if there are no changes to the current circumstances other than the passage of time the conversion price would be (i) approximately $0.0001 per share for both the series A and series B shares as there was no floor on the conversion price adjustment, and (ii) $1.76 for the series C shares, representing the adjustment floor (collectively the "Effective Conversion Price"). Based on this, the Group recorded a BCF, limited to proceeds received upon issuance, for the series A, series B and series C preferred shares of $13,110,400, $27,999,948 and $6,941,170 respectively, during the year ended December 31, 2006. This amount was amortized immediately as a dividend to holders of the preferred shares as the Preferred Shares were convertible upon issuance.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

As the Group's 2006 net earnings were less than the pre-defined earnings target, the conversion prices of the series A and series B shares were adjusted to $0.39 and $0.44, respectively (collectively the "Adjusted Conversion Price"), effective December 31, 2006. The Adjusted Conversion Price was greater than the Effective Conversion Price, resulting in an adjusted BCF (intrinsic value) that is lower than the BCF (intrinsic value) recognized at issuance of the series A and series B shares. As the BCF had been fully amortized and there was no incremental BCF to recognize based on the Adjusted Conversion Price, no further adjustment was required.

In March 2007, our shareholders adopted a third amended and restated memorandum and articles of association to (a) modify the conversion prices of our Series A, Series B and Series C preferred shares, which were revised to $.39, $.44 and $1.76, respectively, subject to adjustments in the case of certain dilution events, and (b) replace the definition of "qualified IPO" or "QIPO" with the definition of "IPO." The purposes of these modifications were to (a) ensure that there would be no preferred share outstanding after the completion of our initial public offering, (b) fix the conversion prices of our Series A and Series B preferred shares according to the earnings-based adjustments based on our 2006 net earnings as provided in our previous memorandum and articles of association, and (c) re-set the conversion price of our Series C preferred shares and delete the provision on the adjustment of such conversion price based on our 2007 net earnings, in order to avoid any dilution caused by the possible earnings-based adjustment. Such modifications did not have a significant impact on expected cash flows and, as such, did not impact our consolidated financial statements.

In March 2007, our shareholders mutually agreed for holders of our Series A and Series B preferred shares to sell a portion of their preferred shares to the Group for nominal consideration. The number of Series A and Series B shares sold was determined based on a calculation to offset the dilution impact of the adjustment of conversion prices caused by non-cash compensation charges of $4.7 million. Accordingly, we purchased 48,238 Series A preferred Shares, 72,079 Series B preferred shares, 8,009 Series B preferred shares and 9,610 Series B preferred shares from PraxCapital, Exuberance Investment Limited, Gersec Trust Reg., and China Environmental Fund 2004, LP, respectively, with nominal consideration. According to Cayman Islands law, these Series A and Series B preferred shares were automatically cancelled upon our purchase.

All the outstanding Series A, Series B and Series C redeemable convertible preferred shares of 12,847,300, 23,905,100 and 6,901,000 were automatically converted into 74,138,777 ordinary shares upon the consummation of the Group's initial public offering on May 22, 2007.

Redemption The Preferred Shares may redeem at any time after the occurrence of a redemption event, which includes (i) March 31, 2008 with respect to the Series A Shares, May 6, 2009 with respect to the Series B Shares and September 26, 2009 with respect to the Series C Shares (ii) a breach in the Preferred Share agreements by the Company or its founders, (iii) a non-competition breach by the founders or (iv) the commencement of a liquidation procedure or related action. The Company is only obligated to redeem 9,799,300 of the Series A Shares upon the occurrence of events (iii) or (iv) above. The Company has the ability to request a one year extension of the redemption date upon the occurrence of event (i) above, the extension of which requires the approval of the majority of the holders of the Series A, Series B or Series C Shares, respectively. The redemption amount must be paid in cash and is that amount which would provide the holder with an internal rate of return of 15% for Series A and Series B Shares and 12% for Series C Shares.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

Voting rights Each Preferred Share has voting rights equivalent to the number of ordinary shares into which it is convertible.

9. SUBSCRIPTION RECEIVABLE In November 2004 and March 2006, Sunergy Nanjing modified its existing articles of incorporation. Such modifications had the effect of reducing the cash capital contribution requirements of certain of its shareholders, who were also employees. The Company has accounted for this as forgiveness of a shareholder loan and has recorded compensation charges of $810,000 and $540,000, respectively.

As described in Note 7, in April 2006, China Sunergy BVI acquired all of Sunergy Nanjing ownership interests for $4,046,811 which was paid to Sunergy Nanjing Chinese shareholder as a distribution on reorganization. Under the terms of an agreement, the Chinese shareholder was required to remit these funds, and did so in August 2006, to Sunergy Nanjing.

10. MAINLAND CHINA CONTRIBUTION PLAN Full time employees of the Group in the PRC participate in a government-mandated multiemployer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Group to accrue for these benefits based on certain percentages of the employees' salaries. The total contribution for such employee benefits was $10,034, $278,235 and $636,913 for the years ended December 31, 2005, 2006 and 2007, respectively.

11. PROFIT APPROPRIATION Pursuant to laws applicable to entities incorporated in the PRC, Sunergy Nanjing is prohibited from distributing its statutory capital and must make appropriations from PRC GAAP after-tax profit to other non-distributable reserve funds. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires annual appropriation of 10% of after tax profit (as determined under accounting principles generally accepted in the PRC at each year-end); the appropriation to the other fund are at Sunergy Nanjing's discretion. These reserve funds can only be used for specific purposes of enterprise expansion and staff bonus and welfare and are not distributable as cash dividends, loans or advances to the Company.

In 2006, Sunergy Nanjing made appropriations of $1,617,997 to the non-distributable general reserve fund. Due to a net loss in 2007 Sunergy Nanjing made no appropriation for 2007.

In 2007, with a board resolution on December 20, 2007, Sunergy Nanjing declared a dividend of $15,827,573 to the then shareholder, China Sunergy BVI, for the profit made in 2006.

As a result of these PRC laws and regulations, Sunergy Nanjing is restricted in its ability to transfer the registered capital to the Company in the form of dividends, loans or advances. The restricted portion amounted to $75,937,235, as of December 31, 2007.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

12. OTHER INCOME (EXPENSE), NET

Years ended December 31, 2005 2006 2007 $ $ $ Foreign currency exchange loss, net (184,366) (1,250,644) (1,173,159) Government grants 24,471 583,569 1,660,567 Others (3,437) (177,739) (393,996)

(163,332) (844,814) (93,412)

13. INCOME TAXES Tax benefit comprises:

Years ended December 31, 2005 2006 2007 $ $ $ Current tax. — — — Deferred tax benefit 79,757 70,674 705,504

79,757 70,674 705,504

China Sunergy Cayman and China Sunergy BVI are tax-exempted companies incorporated in the Cayman Islands and British Virgin Islands, respectively. China Sunergy Hong Kong is subject to 17.5% income tax rate.

Sunergy Nanjing is governed by the Income Tax Law of PRC Concerning Foreign Investment and Foreign Enterprise and various local income tax laws (the "Income Tax Laws"). Pursuant to the PRC Income Tax Laws, foreign-invested manufacturing enterprises are subject to income tax at a statutory rate of 33% (30% of state income tax plus 3% local income tax) on PRC taxable income. However, Sunergy Nanjing is a foreign-invested manufacturing enterprise established within a coastal economic zone, and is thus entitled to a preferential tax rate of 24%.

Foreign-invested manufacturing enterprises are entitled to tax exemption from income tax for its first two profitable years of operation, after taking into account any tax losses brought forward from prior years, and a 50% tax deduction for the succeeding three years thereafter. As a result, Sunergy Nanjing exempt from income tax for the two years ended December 31, 2006 and 2007 and will enjoy a 50% of tax deduction for the three years ending December 31, 2008, 2009 and 2010.

On March 16, 2007, the National People's Congress approved and promulgated a new tax law, China's Unified Enterprise Income Tax Law ("new PRC tax law"), which will take effect beginning January 1, 2008. Under the new tax law, FIEs and domestic companies are subject to a uniform tax rate of 25%. The new law provides a five-year transition period from its effective date for those enterprises which were established before the promulgation date of the new tax law and which were entitled to a preferential lower tax rate under the then effective tax laws or regulations. As a result, Sunergy Nanjing is subject to income tax at a statutory rate of 25% on PRC taxable income from year 2008. However, due to its 50% reduction tax holiday, the applicable income tax rate for Sunergy Nanjing 12.5% for the three years ending December 31, 2008, 2009 and 2010.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109" ("FIN 48"), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined in that statement. FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of tax position taken or expected to taken in a tax return. This interpretation also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.

The Company adopted the provisions of FIN 48 effective January 1, 2007. Based on its FIN 48 analysis documentation, the Company has made its assessment of the level of tax authority for each tax position (including the potential application of interest and penalties) based on the technical merits. The adoption of FIN 48 did not have any impact on the Company total liabilities or shareholders' equity. The Company has no material uncertain tax position as of December 31, 2007 or unrecognized tax benefit which would favorably affect the effective income tax expense. As of January 1 and December 31, 2007, the amount of interest and penalties related to uncertain tax positions is immaterial. The Company does not anticipate any significant increases or decreases to its liabilities for unrecognized tax benefits within the next 12 months.

The principal components of the deferred income tax assets are as follows:

At December 31, 2005 2006 2007 $ $ $ Deferred tax assets: Pre-operating expense 58,573 58,573 61,179 Depreciation of property, plant and equipment 8,011 49,307 151,570 Warranty costs — 42,551 56,121 Inventory provision — — 242,686 Bad debts provision — — 137,134 Tax losses carried forward 13,173 — 147,541 Others — — 59,704

Total deferred tax assets 79,757 150,431 855,935

Analysis as: Current 13,173 — 527,361 Non-current 66,584 150,431 328,574

Total deferred tax assets 79,757 150,431 855,935

The tax losses available for carry forward in 2005 and 2007 amounted to approximately $48,790 and $1,180,328, and will expire in 2010 and 2012 respectively.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

Reconciliation between the provision for income tax computed by applying the PRC enterprise income tax of 33% to income before income taxes and the actual provision for income tax is as follows:

Years ended December 31, 2005 2006 2007 PRC enterprise income tax 33.0% 33.0% 33.0% Expense not deductible for tax purposes Forgiveness of shareholder receivable — 1.5% — Excess of prorata distribution to shareholders — 10.2% — Purchase and retirement of treasury shares — 1.1% — Return of distribution on reorganization — 11.1% — Government grants — 3.0% — 50% additional deduction of R&D expense — — (11.7)% Other expense non-deductible for tax purposes 3.0% 0.2% 1.3% Effect of tax rate change — — 0.1% Tax exemption granted to the Company (15.0)% (60.7)% (10.0)%

21% (0.6)% 12.7%

Gross tax exemption $ 667,705 $ 22,163,865 $ 3,117,790

Tax exemption per share—basic $ 0.01 $ 0.17 $ 0.02

Tax exemption per share—diluted $ 0.01 $ 0.17 $ 0.02

Undistributed earnings of the Company's PRC subsidiaries of approximately $12.8 million at December 31, 2007, are considered to be indefinitely reinvested and, accordingly, no provision for income taxes have been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise in the future, the Company would be subject to the then applicable PRC tax laws and regulations.

14. SHARE BASED COMPENSATION Prior to 2006, the Company did not grant share options to employees, officers, directors or individual consultants and/or advisors who rendered services to the Group.

In October 2006, the Company adopted the Share Incentive Plan (the "Plan") which allows the Company to offer share incentive awards to employees, officers, directors, individual consultants or advisors who rendered services to the Group, pursuant to which 1,366,400 ordinary shares were authorized and granted. Under the Plan, options are granted with an exercise price equal to 70% of the fair market value of the underlying shares, as determined by the Board of Directors at the date of grant and expire after 10 years, with vesting occurring 25% upon each anniversary of the grant. The proceeds from the exercise of the options by the grantee will be equity settled by cash or other method as permitted and set forth in the plan.

On April 24, 2007, the Company amended and restated the above Share Incentive Plan, which approved the issuance of up 2,500,000 ordinary shares of the Company pursuant to awards of options. Under the plan, additional 684,500 ordinary shares were granted at an exercise price equal to 70% of the IPO offering price per ordinary share.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

The Group adopted the provisions of SFAS 123-R and recorded $nil, $114,563 and $535,856 as compensation expense in accordance with its provisions for the year ended December 31, 2005, 2006 and 2007, respectively.

The derived fair value of the ordinary shares underlying the options was determined by the Company, with references to a retrospective third-party valuation as of September 30, 2006 by, an independent appraiser, using generally accepted valuation methodologies, including a weighted average equity value derived by using a combination of the discounted cash flow method, a method within the income approach whereby the present value of future expected net cash flows is calculated using a discount rate and the guideline companies method, which incorporates certain assumptions including the market performance of comparable listed companies as well as the financial results and growth trends of the Group, to derive the total equity value of the Group. The valuation model allocated the equity value between the ordinary shares and the preferred shares and determined the fair value of ordinary shares based on the option-pricing method under the enterprise value allocation method. Under this method, the ordinary shares have value only if the funds available for distribution to shareholders exceed the value of the liquidation preference at the time of a liquidity event (for example, merger or sale). The ordinary shares are considered to be a call option with claim on the enterprise at an exercise price equal to the remaining value immediately after the preferred shares are liquidated.

The fair value of each award is estimated on the date of grant using the binomial option-pricing formula that uses the assumptions noted below. Expected volatilities are based on the average volatility of comparable companies with the time period commensurate with the expected time period. The Group uses historical data to estimate option exercise and employee termination within the pricing formula. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the yield of US Treasury Bond.

2006 2007 Average risk-free rate of return 4.77% 4.63% Weighted average expected term 3.4 years 3.88 years Volatility rate 65% 61% Dividend yield 0% 0%

The weighted average grant-date fair value of options granted during year 2006 and 2007 was $1.34 and $0.96 per share, respectively. There were no options vested or exercised during the year ended December 31, 2006. Total fair value of options vested during the year ended December 31, 2007 is $369,840.

In November 2007, the Company modified the exercise price of all the options granted in 2006 from $1.988 to $1.283 per ordinary share. The total incremental compensation expense resulting from the modification was $139,600, which will be amortized over the remaining requisite service period of 2.95 years.

All the amounts below reflect the modification of exercise prices of options.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

A summary of the option activities is follows:

Weighted average Number of Weighted average remaining Aggregate Options exercise price contract term intrinsic value Outstanding at January 1, 2007 1,323,600 1.283 — — Granted 684,500 1.283 — — Forfeited (421,200) 1.283 — — Exercised — — — —

Outstanding at December 31, 2007 1,586,900 1.283 8.94 1,554,791

Options vested or expected to vest at December 31, 2007 1,572,270 1.283 8.94 1,172,847

Options exercisable at December 31, 2007 276,000 1.283 8.75 211,232

As of December 31, 2007, there was $1,856,288 of total unrecognized compensation expense related to unvested share-based compensation arrangements granted under the plan, which is expected to be recognized over a weighted-average period of 2.88 years.

15. RELATED PARTY TRANSACTIONS AND BALANCES Related party balances Amounts due from related parties:

Years ended December 31, 2005 2006 2007 $ $ $ Balances with directors 59,508 768 — Trade related balances — 1,535,648 2,111,890 Non-trade related balances 14,044,775 439,994 —

Amounts due from related parties 14,104,283 1,976,410 2,111,890

Balances with directors pertain to cash advances to directors in respect of travel expenses.

Trade related balances pertain to receivables and prepayments in respect of sales and inventory purchases to/from related parties with common ultimate investors. Details of trade related balances with such parties are as follows:

At December 31, Name of related party 2005 2006 2007 $ $ $ CEEG (Nanjing) International Trading Co., Ltd. — 1,535,648 90,321 CEEG (Nanjing) Semiconductor Co., Ltd. — — 441,627 CEEG (Shanghai) Solar Science and Technology Co., Ltd. — — 1,159,337 CEEG (Nanjing) Solar Research Institute — — 420,605

— 1,535,648 2,111,890

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

In 2005, non-trade related balances pertain to cash advances to related parties with common ultimate investors. Such cash advances are unsecured, interest-free, and have no fixed repayment terms. Details of cash advances to such parties are as follows:

At December 31, Name of related party 2005 2006 2007 $ $ $ Jiangsu CEEG Transformer Manufacturing Co., Ltd. 8,092,643 — — Jiangsu CEEG Electrical Transmission and Distribution Equipment Co., Ltd. 4,712,926 — — Jiangsu CEEG Electrical Equipment Manufacturing Co., Ltd. 1,139,997 — — CEEG Nanjing Electronic Technology Co., Ltd. 11,231 — — Jiangsu Tianhua Photo-electronic Technology Co., Ltd. 87,978 — —

14,044,775 — —

In 2006, the non-trade related balance pertains to payments of $212,684 made on behalf of CEEG (Nanjing) Special Transformer Manufacturing Co., Ltd in respect of purchase of fixed assets, and $227,310 made on behalf of CEEG Nanjing International Trade Co., Ltd. in respect of purchase of inventories.

Amounts due to related parties:

At December 31, 2005 2006 2007 $ $ $ Balances with directors 9,348 3,742 — Trade-related balance — — 8,214 Non-trade related balances 28,427,520 — —

Amounts due to related parties 28,436,868 3,742 8,214

Balances with directors pertain to expense reimbursements payable to directors.

Trade related balances pertain to rental payable to CEEG (Nanjing) Special Transformer Co., Ltd., a company with common ultimate investors.

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

Non-trade related balances pertain to cash advances from other related parties with common ultimate investors. Such cash advances are unsecured, interest-free, and have no fixed repayment terms. Details of cash advances from such parties are as follows:

At December 31, Name of related party 2005 2006 2007 $ $ $ CEEG Nanjing International Trade Co., Ltd. 1,485,212 — — China Electric Equipment Group Co., Ltd. 4,027,455 — — Jiangsu CEEG Electrical Equipment Manufacturing Co., Ltd. 9,011,852 — — CEEG (Jiangsu) Jueyuan New Materials Co., Ltd. 272,608 — — Jiangsu CEEG Electrical Transmission and Distribution Equipment Co., Ltd. 13,630,393 — —

28,427,520 — —

Related party transactions Other than as disclosed in note 6, details of related party transactions are as follow: Sales to related parties with common ultimate investors:

Years ended December 31, Name of related party 2005 2006 2007 $ $ $ CEEG Nanjing International Trade Co., Ltd. — 4,772,552 3,234,428 Jiangsu East China Micro-ware Equipment Co., Ltd. — 55,685 — CEEG (Shanghai) Solar Science and Technology Co., Ltd. — — 5,192,155 CEEG (Nanjing) Solar Research Institute — — 1,521,110 CEEG (Nanjing) New Energy Co., Ltd. — — 41,927 CEEG (Nanjing) Semiconductor Co., Ltd. — — 602,796

— 4,828,237 10,592,416

Purchase of raw materials from related parties with common ultimate investors are as follows:

Years ended December 31, Name of related party 2005 2006 2007 $ $ $ CEEG (Nanjing) Solar Research Institute — — 155,374 CEEG Nanjing International Trade Co., Ltd. — 6,462,879 1,166,712 CEEG (Shanghai) Solar Science and Technology Co., Ltd. — — 704,880 CEEG (Nanjing) Semiconductor Co., Ltd. — — 1,425,888

— 6,462,879 3,452,854

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

In 2006, Sunergy Nanjing entered into a rental tenancy agreement with CEEG Jiangsu (Nanjing) Special Transformer Co., Ltd for the use of warehouse premises. The tenancy agreement provides for annual rental payments of $8,214, and has a remaining term of 4 years as of December 31, 2007. Rental expense for the years ended December 31, 2005, 2006 and 2007 was $nil, $1,921 and $7,940.

In 2007, Sunergy Nanjing purchased the right to use a parcel of land of approximately 26,000 square meters from China Electric Equipment Group Co., Ltd, or CEEG, for approximately $1.2 million. The land use right is with a period of 46 years, starting from August 21, 2007.

In October 2007, Sunergy Nanjing and CEEG entered into an agreement to jointly construct a transformer substation. The total budget investment for the construction is approximately $4.79 million, which will be funded 50% by the Jiangning Development Zone Administration Committee funds and 50% by Sunergy Nanjing and CEEG Group. Pursuant to the agreement, Sunergy Nanjing will contribute approximately $1.33 million, which represents 55.7% of the amount required to be contributed by Sunergy Nanjing and CEEG Group.

In December 2007, the Group entered into two agreements with CEEG, under which the Group would purchase electric transformers and high-voltage switch cabinet in the amount of approximately $0.2 million and $0.6 million, respectively.

16. COMMITMENTS AND CONTINGENCIES a) Operating lease commitments The Group has operating lease agreements principally for staff quarters and for warehouse premises in the PRC. Such leases have remaining terms within 60 months, and are renewable upon negotiation. Rental expense was $nil and $66,113 and $253,779 for the years ended December 31, 2005, 2006 and 2007, respectively.

Future minimum lease payments under non-cancelable operating lease agreements at December 31, 2007 were as follows: Twelve-month period ending December 31,

2008 $142,629 2009 8,214 2010 8,214 2011 6,161 2012 —

165,218

b) Purchase commitments

At December 31, 2005 2006 2007 $ $ $ Commitments to purchase property, plant and equipment 5,129,426 3,571,400 22,857,763 Commitments to purchase silicon raw materials 11,201,704 114,714,909 204,932,508

16,331,130 118,286,309 227,790,271

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated) c) Contingencies The Group is subject to claims and legal proceedings that arise in the ordinary course of its business. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be decided unfavorably to the Group. The Group does not believe that any of these matters will have a material adverse affect on its business, assets or operations.

17. SEGMENT INFORMATION The Group's chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. Based on this assessment, the Group has determined that it operates in a single business segment that includes the design, development, and manufacture of solar cells and modules. The following table summarizes the Group's net revenues generated from different geographic locations:

Years ended December 31, 2005 2006 2007 $ $ $ Europe: —Germany 172,876 14,893 62,313,810 —Italy — 12,234,738 8,980,140 —Netherlands 7,170 8,956,669 — —Others — 175,084 1,802,956

Europe total 180,046 21,381,384 73,096,906 PRC 13,487,121 119,237,947 151,057,878 South Africa 5,539 3,712,425 83,437 South Korea — 3,183,301 6,418,664 Others 76,961 2,005,887 4,251,016

Total net revenues 13,749,667 149,520,944 234,907,901

Substantially all the identifiable assets of the Group are located in the PRC.

18. MAJOR CUSTOMERS Details of the customers accounting for 10% or more of total net sales are as follows:

Years ended December 31, Name of Customer 2005 2006 2007 Company A 45% 17% 24% Company B — * 17% Company C * 19% * Company D * 17% * Company E 16% * *

* Less than 10%

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CHINA SUNERGY CO., LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007 (In U.S. dollars, except share data and unless otherwise stated)

Accounts receivable from customers accounting for 10% or more of total gross accounts receivable are as follows:

December 31, Name of Customer 2005 2006 2007 Company A — 44% 76% Company C 14% * * Company D * 45% * Company F — — 11% Company G 27% * * Company H 14% * * Company I 11% * *

* Less than 10%

19. SUBSEQUENT EVENTS On January 10, 2008, the Group granted options to purchase 716,226 ordinary shares to certain employees at an exercise price of US$1.283 per share. The options expire ten years from the date of grant, with one-fourth of the options vesting on each of the following four grant date anniversaries.

On February 5, 2008, the shareholders granted approval for its Second Share Incentive Plan (the "Plan"). The Plan is open to members of the China Sunergy board, as well as employees and consultants as determined by the compensation committee of the board. The maximum number of shares that may be issued pursuant to the Plan is 4,190,748. The Group granted 2,397,301 and 1,078,785 restricted common shares to its CEO and CFO on the same day, which fully vest in three years.

* * * * * *

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ADDITIONAL INFORMATION—FINANCIAL STATEMENTS SCHEDULE 1 CHINA SUNERGY CO., LTD.

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States.

Financial information of parent company BALANCE SHEET (In U.S. dollars)

December 31, 2006 2007 $ $ ASSETS Current assets: Cash 487,206 5,866,420 Restricted cash — 19,000,000 Amount due from subsidiaries 3,500,000 46,732,922 Dividend receivable — 15,827,573 Other receivables — 849,731

Total current assets 3,987,206 88,276,646

Investments in subsidiaries 80,378,077 97,370,678

Total assets 84,365,283 185,647,324

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY: Liabilities: Amount due to subsidiary 99,590 983,849 Other liabilities 200,000 815,382

Total liabilities 299,590 1,799,231

Mezzanine equity: Series A redeemable convertible preferred shares ($0.0001 par value; 12,847,300 shares authorized, 12,847,340 and nil shares issued and outstanding as of December 31, 2006 and 2007, respectively) 13,227,862 — Series B redeemable convertible preferred shares ($0.0001 par value; 23,905,100 shares authorized, 23,905,100 and nil shares issued and outstanding as of December 31, 2006 and 2007, respectively) 28,501,788 — Series C redeemable convertible preferred shares ($0.0001 par value; 6,901,000 shares authorized, 6,901,000 and nil shares issued and outstanding as of December 31, 2006 and 2007, respectively) 20,056,093 — Shareholders' equity: Ordinary shares (per value $0.0001; 463,247,600 shares authorized, 104,544,000 shares and 237,332,777 shares issued and outstanding as of December 31, 2006 and 2007, respectively) 10,454 23,733 Additional paid-in capital 20,144,945 178,361,461 Accumulated deficit — (4,854,650) Accumulated other comprehensive income 2,124,551 10,317,549

Total shareholders' equity 22,279,950 183,848,093

TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY 84,365,283 185,647,324

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Financial information of parent company STATEMENT OF OPERATIONS (In U.S. dollars)

Period from

January 27, 2006

(date of inception) Year ended

to December 31, December 31, 2006 2007 $ $ General and administrative expenses (121,102) (1,670,018)

Total operating expenses (121,102) (1,670,018)

Loss from operations (121,102) (1,670,018)

Interest income 30,239 1,062,420 Equity in earnings of subsidiaries 14,388,238 (4,408,014) Other income (expense), net — 160,962

Income (loss) before income taxes 14,297,375 (4,854,650) Income taxes — —

Net income (loss) 14,297,375 (4,854,650) Dividend on Series A redeemable convertible preferred shares (13,377,452) (154,723) Dividend on Series B redeemable convertible preferred shares (28,551,788) (330,229) Dividend on Series C redeemable convertible preferred shares (7,097,263) (233,125)

Net loss attributable to holders of ordinary shares (34,729,128) (5,572,727)

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Financial information of parent company STATEMENT OF CASH FLOWS (In U.S. dollars)

Period from

January 27, 2006

(date of inception) Year ended

to December 31, December 31, 2006 2007 $ $ Operating activities: Net loss attributable to holders of ordinary shares (34,729,128) (5,572,727) Dividend on Series A redeemable convertible preferred shares 13,377,452 154,723 Dividend on Series B redeemable convertible preferred shares 28,551,788 330,229 Dividend on Series C redeemable convertible preferred shares 7,097,263 233,125

Net income (loss) 14,297,375 (4,854,650) Adjustments to reconcile net income (loss) to net cash used in operating activities Equity in earnings of subsidiaries (14,388,238) 4,408,014 Share-based compensation 114,563 535,856 Changes in operating assets and liabilities: Other receivables — (849,731) Other liabilities — 615,382 Amount due from subsidiary (3,500,000) —

Net cash used in operating activities (3,476,300) (145,129)

Investing activity: Investments in subsidiaries (57,157,296) (29,035,190) Amounts due from subsidiaries — (43,232,922) Increase in restricted cash — (19,000,000)

Net cash used in investing activity (57,157,296) (91,268,112)

Financing activities: Proceeds from investor upon formation of the Company 13,110,400 — Proceeds from issuance of Series B redeemable convertible preference shares 27,999,948 — Proceeds from issuance of Series C redeemable convertible preference shares 20,000,000 — Proceeds from issuance of ordinary shares 10,454 107,525,000 Issuance cost of ordinary shares — (11,616,804) Amounts due to subsidiaries — 884,259

Net cash provided by financial activities 61,120,802 96,792,455

Net increase in cash and cash equivalents 487,206 5,379,214 Cash and cash equivalents at the beginning of the period/year — 487,206

Cash and cash equivalents at the end of the period/year 487,206 5,866,420

Supplemental schedule of non-cash investing and financing activities: Dividend receivable from subsidiary — 15,827,573

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Financial information of parent company

Note to Schedule 1 China Sunergy BVI undertook a restructuring in anticipation of an initial public offering involving a holding company (the "Company") that was incorporated in the Cayman Islands on August 4, 2006. The Company became the ultimate holding company on August 30, 2006 by acquiring a 100% interest in China Sunergy BVI. This transaction was accounted for as a legal reorganization as there was no change in the ownership structure between the Company and China Sunergy BVI.

Subsequent to the issuance of the 2006 financial statements, management determined that the investment in subsidiaries and shareholders' equity should have reflected the historical cost of the predecessor at the date of legal reorganization, January 27, 2006. Previously, such accounts reflected only the activity that occurred subsequent to the legal reorganization. As a result, the parent company balance sheet as of December 31, 2006 has been restated by increasing investment in subsidiaries and total shareholders' equity by $8,591,624. There is no impact on the parent company statement of operations.

* * * * * *

F-35 Exhibit 4.9

CHINA SUNERGY CO., LTD.

SECOND SHARE INCENTIVE PLAN

ARTICLE 1

PURPOSE

The purpose of this Second Share Incentive Plan (the "Plan") is to promote the success and enhance the value of China Sunergy Co., Ltd., a company incorporated under the laws of the Cayman Islands (the "Company") by linking the personal interests of the members of the Board, Employees, and Consultants to those of the Company's shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company's operation is largely dependent.

ARTICLE 2

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2.1 "Applicable Laws" means (i) the laws of the Cayman Islands as they relate to the Company and its Shares; (ii) the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders; and (iii) the rules of any applicable stock exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.

2.2 "Article" means an article of this Plan.

2.3 "Award" means an Option, Restricted Share or Restricted Share Units award granted to a Participant pursuant to the Plan.

2.4 "Award Agreement" means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium.

2.5 "Board" means the Board of Directors of the Company from time to time.

2.6 "Change in Control" means a change in ownership or control of the Company after the date hereof effected through either of the following transactions: (a) the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer made directly to the Company's shareholders which a majority of the Incumbent Board (as defined below) who are not affiliates or associates of the offer or under Rule 12b-2 promulgated under the Exchange Act do not recommend such shareholders accept, or

(b) the individuals who, as of the Effective Date, are members of the Board (the "Incumbent Board"), cease for any reason to constitute at least fifty percent (50%) of the Board; provided that if the election, or nomination for election by the Company's shareholders, of any new member of the Board is approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new member of the Board shall be considered as a member of the Incumbent Board.

2.7 "Code" means the Internal Revenue Code of 1986 of the United States, as amended.

2.8 "Committee" means the committee of the Board described in Article 9.

2.9 "Consultant" means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to a Service Recipient; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company's securities; and (c) the consultant or adviser is a natural person who has contracted directly with the Service Recipient to render such services.

2.10 "Corporate Transaction" means any of the following transactions, provided, however, that the Committee shall determine under (d) and (e) whether multiple transactions are related, and its determination shall be final, binding and conclusive: (a) an amalgamation, arrangement or consolidation or scheme of arrangement in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated;

(b) the sale, transfer or other disposition of all or substantially all of the assets of the Company;

(d) any reverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender offer followed by a reverse takeover) in which the Company is the surviving entity but (A) the Shares of the Company outstanding immediately prior to such takeover are converted or exchanged by virtue of the takeover into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such takeover or the initial transaction culminating in such takeover, but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction; or

(e) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company- sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction.

2.11 "Disability" means that the Participant qualifies to receive long-term disability payments under the Service Recipient's long-term disability insurance program, as it may be amended from time to time, to which the Participant provides services regardless of whether the Participant is covered by such policy. If the Service Recipient to which the Participant provides service does not have a long-term disability plan in place, "Disability" means that a Participant is unable to carry out the responsibilities and functions of the position held by the Participant by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Participant will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Committee in its discretion.

2.12 "Effective Date" shall have the meaning set forth in Section 10.1.

2.13 "Employee" means any person, including an officer or member of the Board of the Company, any Parent or Subsidiary of the Company, who is in the employ of a Service Recipient, subject to the control and direction of the Service Recipient as to both the work to be performed and the manner and method of performance. The payment of a director's fee by a Service Recipient shall not be sufficient to constitute "employment" by the Service Recipient.

2.14 "Exchange Act" means the Securities Exchange Act of 1934 of the United States, as amended.

2.15 "Fair Market Value" means, as of any date, the value of Shares determined as follows: (a) If the Shares are listed on one or more established stock exchanges or national market systems, including without limitation, The Nasdaq Global Market and The New York Stock Exchange, its Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on

which the Shares are listed (as determined by the Committee) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(b) If the Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(c) In the absence of an established market for the Shares of the type described in (a) and (b), above, the Fair Market Value thereof shall be determined by the Committee in good faith and in its discretion by reference to (i) the placing price of the latest private placement of the Shares and the development of the Company's business operations and the general economic and market conditions since such latest private placement, (ii) other third party transactions involving the Shares and the development of the Company's business operation and the general economic and market conditions since such sale, (iii) an independent valuation of the Shares, or (iv) such other methodologies or information as the Committee determines to be indicative of Fair Market Value, relevant.

2.16 "Incentive Share Option" means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

2.17 "Independent Director" means a member of the Board who is not an Employee of the Company.

2.18 "Non-Employee Director" means a member of the Board who qualifies as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) under the Exchange Act, or any successor definition adopted by the Board.

2.19 "Non-Qualified Share Option" means an Option that is not intended to be an Incentive Share Option.

2.20 "Option" means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of Shares at a specified price during specified time periods. An Option may be either an Incentive Share Option or a Non-Qualified Share Option.

2.21 "Participant" means a person who, as a member of the Board, Consultant or Employee, has been granted an Award pursuant to the Plan.

2.22 "Parent" means a parent corporation under Section 424(e) of the Code.

2.23 "Plan" means this Second Share Incentive Award Plan, as it may be amended from time to time.

2.24 "Related Entity" means any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent or Subsidiary of the Company holds a substantial ownership interest, directly or indirectly but which is not a Subsidiary and which the Board designates as a Related Entity for purposes of the Plan.

2.25 "Restricted Share" means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture.

2.26 "Restricted Share Unit" means the right granted to a Participant pursuant to Article 6 to receive a Share at a future date.

2.27 "Securities Act" means the Securities Act of 1933 of the United States, as amended.

2.28 "Service Recipient" means the Company, any Parent or Subsidiary of the Company and any Related Entity to which a Participant provides services as an Employee, Consultant or as a Director.

2.29 "Share" means the ordinary shares of the Company, par value US$0.0001 per share, and such other securities of the Company that may be substituted for Shares pursuant to Article 8.

2.30 "Subsidiary" means any corporation or other entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company.

2.31 "Trading Date" means the closing of the first sale to the general public of the Shares pursuant to an effective registration statement under Applicable Law, which results in the Shares being publicly traded on one or more established stock exchanges or national market systems.

ARTICLE 3

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares. (a) Subject to the provisions of Article 8 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Share Options) is 4,190,748.

(b) To the extent that an Award terminates, expires, or lapses for any reason, any Shares subject to the Award shall again be available for the grant of an Award pursuant to the Plan. To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form or combination by the Company or any Parent or Subsidiary of the Company shall not be counted against Shares available for grant pursuant to the Plan. Shares delivered by the Participant or withheld by the Company upon the exercise of any Award under the Plan, in payment of the exercise price

thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). If any Restricted Shares are forfeited by the Participant or repurchased by the Company, such Shares may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Share Option to fail to qualify as an incentive share option under Section 422 of the Code.

3.2 Shares Distributed. Any Shares issued pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury Shares (subject to Applicable Laws) or Shares purchased on the open market. Additionally, in the discretion of the Committee, American Depository Shares in an amount equal to the number of Shares which otherwise would be distributed pursuant to an Award may be distributed in lieu of Shares in settlement of any Award. If the number of Shares represented by an American Depository Share is other than on a one-to-one basis, the limitations of Section 3.1 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares.

ARTICLE 4

ELIGIBILITY AND PARTICIPATION

4.1 Eligibility. Persons eligible to participate in this Plan include Employees, Consultants, and all members of the Board, as determined by the Committee.

4.2 Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from among all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuant to this Plan.

4.3 Jurisdictions. In order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in Section 3.1 of the Plan. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.

ARTICLE 5

OPTIONS

5.1 General. The Committee is authorized to grant Options to Participants on the following terms and conditions: (a) Exercise Price. The exercise price per Share subject to an Option shall be determined by the Committee and set forth in the Award Agreement which may be a fixed or variable price related to the Fair Market Value of the Shares; provided, however, that no Option may be granted to an individual subject to taxation in the United States at less than the Fair Market Value on the date of grant.

(b) Time and Conditions of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, including exercise prior to vesting; provided that the term of any Option granted under the Plan shall not exceed ten years, except as provided in Section 11.1. The Committee shall also determine any conditions, if any, that must be satisfied before all or part of an Option may be exercised.

(c) Payment. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation (i) cash or check denominated in U.S. Dollars, (ii) to the extent permissible under the Applicable Laws, cash or check in Chinese Renminbi, (iii) cash or check denominated in any other local currency as approved by the Committee, (iv) Shares held for such period of time as may be required by the Committee in order to avoid adverse financial accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, (v) after the Trading Date the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company upon settlement of such sale, (vi) other property acceptable to the Committee with a Fair Market Value equal to the exercise price, or (vii) any combination of the foregoing. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a member of the Board or an "executive officer" of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an Option in any method which would violate Section 13(k) of the Exchange Act.

(d) Evidence of Grant. All Options shall be evidenced by an Award Agreement between the Company and the Participant. The Award Agreement shall include such additional provisions as may be specified by the Committee.

5.2 Incentive Share Options. Incentive Share Options may be granted to Employees of the Company, a Parent or Subsidiary of the Company. Incentive Share Options may not be granted to Employees of a Related Entity or to Independent Directors or Consultants. The terms of any Incentive Share Options granted pursuant to the Plan, in addition to the requirements of Section 5.1, must comply with the following additional provisions of this Section 5.2: (a) Expiration of Option. An Incentive Share Option may not be exercised to any extent by anyone after the first to occur of the following events: (i) Ten years from the date it is granted, unless an earlier time is set in the Award Agreement;

(ii) Three months after the Participant's termination of employment as an Employee (save in the case of termination on account of Disability or death); and

(iii) One year after the date of the Participant's termination of employment or service on account of Disability or death. Upon the Participant's Disability or death, any Incentive Share Options exercisable at the Participant's Disability or death may be exercised by the Participant's legal representative or representatives, by the person or persons entitled to do so pursuant to the Participant's last will and testament, or, if the Participant fails to make testamentary disposition of such Incentive Share Option or dies intestate, by the person or persons entitled to receive the Incentive Share Option pursuant to the applicable laws of descent and distribution.

(b) Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Share Options are first exercisable by a Participant in any calendar year may not exceed U.S.$100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Share Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Share Options.

(c) Ten Percent Owners. An Incentive Share Option shall be granted to any individual who, at the date of grant, owns Shares possessing more than ten percent of the total combined voting power of all classes of shares of the Company only if such Option is granted at a price that is not less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more than five years from the date of grant.

(d) Transfer Restriction. The Participant shall give the Company prompt notice of any disposition of Shares acquired by exercise of an Incentive Share Option within (i) two years from the date of grant of such Incentive Share Option or (ii) one year after the transfer of such Shares to the Participant.

(e) Expiration of Incentive Share Options. No Award of an Incentive Share Option may be made pursuant to this Plan after the tenth anniversary of the Effective Date.

(f) Right to Exercise. During a Participant's lifetime, an Incentive Share Option may be exercised only by the Participant.

ARTICLE 6

RESTRICTED SHARES AND RESTRICTED SHARE UNITS

6.1 Grant of Restricted Shares. The Committee is authorized to make Awards of Restricted Shares and/or Restricted Share Units to any Participant selected by the Committee in such amounts and subject to such terms and conditions as determined by the Committee. All Awards of Restricted Shares shall be evidenced by an Award Agreement.

6.2 Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Shares or the right to receive dividends on the Restricted Share). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter.

6.3 Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Shares that are at that time subject to restrictions shall be forfeited or repurchased in accordance with the Award Agreement; provided, however, that the Committee may (a) provide in any Restricted Share Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Shares will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Shares.

6.4 Certificates for Restricted Shares. Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse.

6.5 Restricted Share Units. At the time of grant, the Committee shall specify the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate. At the time of grant, the Committee shall specify the maturity date applicable to each grant of Restricted Share Units which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the grantee. On the maturity date, the Company shall, subject to Sections 7.4 and 7.5, transfer to the Participant one unrestricted, fully transferable Share for each Restricted Share Unit scheduled to be paid out on such date and not previously forfeited.

ARTICLE 7

PROVISIONS APPLICABLE TO AWARDS

7.1 Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award which may include the term of an Award, the provisions applicable in the event the Participant's employment or service terminates, and the Company's authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.

7.2 Limits on Transfer. No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee,

no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by will or the laws of descent and distribution. The Committee by express provision in the Award or an amendment thereto may permit an Award (other than an Incentive Share Option) to be transferred to, exercised by and paid to certain persons or entities related to the Participant, including but not limited to members of the Participant's family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant's family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee may establish. Any permitted transfer shall be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a "blind trust" in connection with the Participant's termination of employment or service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company's lawful issue of securities.

7.3 Beneficiaries. Notwithstanding Section 7.2, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant's death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a person other than the Participant's spouse as his or her beneficiary with respect to more than 50% of the Participant's interest in the Award shall not be effective without the prior written consent of the Participant's spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant's will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.

7.4 Share Certificates. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing Shares pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all Applicable Laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded. All Share certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with all Applicable Laws, and the rules of any national securities exchange or automated quotation system on which the Shares are listed, quoted, or traded. The Committee may place legends on any Share certificate to reference restrictions applicable to the Share. In addition to the terms and conditions provided herein, the Board may require that a Participant make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.

7.5 Paperless Administration. Subject to Applicable Laws, the Committee may make Awards, provide applicable disclosure and procedures for exercise of Awards by an internet website or interactive voice response system for the paperless administration of Awards.

7.6 Foreign Currency. A Participant may be required to provide evidence that any currency used to pay the exercise price of any Award were acquired and taken out of the jurisdiction in which the Participant resides in accordance with Applicable Laws, including foreign exchange control laws and regulations. In the event the exercise price for an Award is paid in Chinese Renminbi or other foreign currency, as permitted by the Committee, the amount payable will be determined by conversion from U.S. dollars at the official rate promulgated by the People's Bank of China for Chinese Renminbi, or for jurisdictions other than the People's Republic of China, the exchange rate as selected by the Committee on the date of exercise.

ARTICLE 8

CHANGES IN CAPITAL STRUCTURE

8.1 Adjustments. In the event of any distribution, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, reorganization of the Company, including the Company becoming a subsidiary in a transaction not involving a Corporate Transaction, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting the Shares or the share price of a Share, the Committee shall make such proportionate and equitable adjustments, if any, to reflect such change with respect to (a) the aggregate number and type of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and substitutions of shares in a parent or surviving company); (b) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per share for any outstanding Awards under the Plan. The form and manner of any such adjustments shall be determined by the Committee in its sole discretion.

8.2 Acceleration upon a Change of Control. Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between the Company and a Participant, if a Change of Control occurs and a Participant's Awards are not converted, assumed, or replaced by a successor, such Awards shall become fully exercisable and all forfeiture restrictions on such Awards shall lapse. Upon, or in anticipation of, a Change of Control, the Committee may in its sole discretion provide for (i) any and all Awards outstanding hereunder to terminate at a specific time in the future and shall give each Participant the right to exercise such Awards during a period of time as the Committee shall determine, (ii) either the purchase of any Award for an amount of cash equal to the amount that could have been attained upon the exercise of such Award or realization of the Participant's rights had such Award been currently exercisable or payable or fully vested (and, for the avoidance of doubt, if as of such date the Committee determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant' s rights, then such Award may be terminated by the Company without payment), (iii) the replacement of such Award with other rights or property selected by the Committee in its sole discretion or the assumption of or substitution of such Award by the successor or surviving corporation, or a parent or subsidiary

thereof, with appropriate adjustments as to the number and kind of Shares and prices, or (iv) provide for payment of Awards in cash based on the value of Shares on the date of the Change of Control plus reasonable interest on the Award through the date such Award would otherwise be vested or have been paid in accordance with its original terms, if necessary to comply with Section 409A of the Code.

8.3 Outstanding Awards – Corporate Transactions. In the event of a Corporate Transaction, each Award will terminate upon the consummation of the Corporate Transaction, unless the Award is assumed by the successor entity or Parent thereof in connection with the Corporate Transaction. Except as provided otherwise in an individual Award Agreement, in the event of a Corporate Transaction and: (a) the Award either is (x) assumed by the successor entity or Parent thereof or replaced with a comparable Award (as determined by the Committee) with respect to shares of the capital stock (or equivalent) of the successor entity or Parent thereof or (y) replaced with a cash incentive program of the successor entity which preserves the compensation element of such Award existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to such Award, then such Award (if assumed), the replacement Award (if replaced), or the cash incentive program automatically shall become fully vested, exercisable and payable and be released from any restrictions on transfer (other than transfer restrictions applicable to Options) and repurchase or forfeiture rights, immediately upon termination of the Participant's employment or service with all Service Recipient within twelve (12) months of the Corporate Transaction without cause; and

(b) For each Award that is neither assumed nor replaced, such portion of the Award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares at the time represented by such portion of the Award, immediately prior to the specified effective date of such Corporate Transaction, provided that the Participant remains an Employee, Consultant or Director on the effective date of the Corporate Transaction.

8.4 Outstanding Awards – Other Changes. In the event of any other change in the capitalization of the Company or corporate change other than those specifically referred to in this Article 8, the Committee may, in its absolute discretion, make such adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share grant or exercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights.

8.5 No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares subject to an Award or the grant or exercise price of any Award.

ARTICLE 9

ADMINISTRATION

9.1 Committee. The Plan shall be administered by the Compensation Committee of the Board; provided, however that the Compensation Committee may delegate to a committee of one or more members of the Board the authority to grant or amend Awards to Participants other than Independent Directors and executive officers of the Company. The Committee shall consist of at least two individuals, each of whom qualifies as a Non-Employee Director. Reference to the Committee shall refer to the Board if the Compensation Committee has not been established or ceases to exist and the Board does not appoint a successor Committee. Notwithstanding the foregoing, the full Board, acting by majority of its members in office shall conduct the general administration of the Plan if required by Applicable Law, and with respect to Awards granted to Independent Directors and for purposes of such Awards the term "Committee" as used in the Plan shall be deemed to refer to the Board.

9.2 Action by the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company's independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

9.3 Authority of Committee. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion to: (a) Designate Participants to receive Awards;

(b) Determine the type or types of Awards to be granted to each Participant;

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;

(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f) Prescribe the form of each Award Agreement, which need not be identical for each Participant;

(g) Decide all other matters that must be determined in connection with an Award;

(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and

(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan.

9.4 Decisions Binding. The Committee's interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.

ARTICLE 10

EFFECTIVE AND EXPIRATION DATE

10.1 Effective Date. The Plan is effective as of the date the Plan is approved by the Company's shareholders (the "Effective Date"). The Plan will be deemed to be approved by the shareholders if it receives the affirmative vote of the holders of a majority of the share capital of the Company present or represented and entitled to vote at a meeting duly held in accordance with the applicable provisions of the Company's Memorandum of Association and Articles of Association.

10.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

ARTICLE 11

AMENDMENT, MODIFICATION, AND TERMINATION

11.1 Amendment, Modification, And Termination. With the approval of the Board, at any time and from time to time, the Committee may terminate, amend or modify the Plan; provided, however, that (a) to the extent necessary and desirable to comply with Applicable Laws, or stock exchange rules, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, and (b) shareholder approval is required for any amendment to the Plan that (i) increases the number of Shares available under the Plan (other than any adjustment as provided by Article 8), (ii) permits the Committee to extend the term of the Plan or the exercise period for an Option beyond ten years from the date of grant, or (iii) results in a material increase in benefits or a change in eligibility requirements.

11.2 Awards Previously Granted. Except with respect to amendments made pursuant to Section 11.1, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant.

ARTICLE 12

GENERAL PROVISIONS

12.1 No Rights to Awards. No Participant, employee, or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Participants, employees, and other persons uniformly.

12.2 No Shareholders Rights. No Award gives the Participant any of the rights of a Shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

12.3 Taxes. No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee for the satisfaction of any income and employment tax withholding obligations under Applicable Laws. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all applicable taxes (including the Participant's payroll tax obligations) required or permitted by law to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from the Company) in order to satisfy the Participant's federal, state, local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.

12.4 No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Service Recipient to terminate any Participant's employment or services at any time, nor confer upon any Participant any right to continue in the employ or service of any Service Recipient.

12.5 Unfunded Status of Awards. The Plan is intended to be an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.

12.6 Indemnification. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be indemnified and held harmless by the

Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company's Memorandum of Association and Articles of Association, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

12.7 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

12.8 Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

12.9 Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

12.10 Fractional Shares. No fractional Share shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.

12.11 Government and Other Regulations. The obligation of the Company to make payment of awards in Shares or otherwise shall be subject to all Applicable Laws and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares paid pursuant to the Plan under the Securities Act or any other similar law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act or other Applicable Laws, the Company may restrict the transfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption.

12.12 Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the Cayman Islands.

12.13 Section 409A. To the extent that the Committee determines that any Award granted under the Plan is or may become subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and the Award Agreements shall be interpreted in accordance with Section 409A of the Code and the U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without

limitation any such regulation or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Committee determines that any Award may be subject to Section 409A of the Code and related U.S. Department of Treasury guidance (including such U.S. Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines is necessary or appropriate to (a) exempt the Award from Section 409A of the Code and /or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance.

12.14 Appendices. The Committee may approve such supplements, amendments or appendices to the Plan as it may consider necessary or appropriate for purposes of compliance with applicable laws or otherwise and such supplements, amendments or appendices shall be considered a part of the Plan; provided, however, that no such supplements shall increase the share limitations contained in Section 3.1 of the Plan.

* * * * *

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of China Sunergy Co., Ltd. on , 2007.

* * * * *

I hereby certify that the foregoing Plan was approved by the shareholders of China Sunergy Co., Ltd. on , 2007.

Executed on this day of , 2007.

Corporate Secretary

CHINA SUNERGY CO., LTD.

RESTRICTED SHARES AWARD AGREEMENT

Name: Share Incentive Plan Address: Grant: Ordinary Shares (the "Restricted Shares") of China Sunergy Co., Ltd. (the "Company") Grant Price: US$[ ] Per Share Signature: Grant Date: Vesting Commencement Date:

Effective on the Grant Date, you are entitled to purchase the number of Restricted Shares set forth above at the Grant Price Per Share, in accordance with the provisions of China Sunergy Co., Ltd.'s Second Share Incentive Plan (the "Plan") as may be amended from time to time, and subject to the restrictions, terms and conditions set forth herein. Payment for such number of Restricted Shares shall be made in immediately available funds equal to the Grant Price Per Share multiplied by the number of Restricted Shares purchased no later than thirty days from the Grant Date, or your Restricted Shares will be forfeited.

The Restricted Shares will vest in accordance with the following schedule: One third of the Restricted Shares will vest on each of the first, second and third anniversaries of the vesting commencement date.

Once vested, the Restricted Shares will no longer be subject to repurchase and the restrictions contained in this Agreement.

In the event of the termination of your employment or service with the Company or any of its Subsidiaries, whether such termination is occasioned by you, by the Company or any of its Subsidiaries ("Termination of Service") for any reason, prior to vesting in the Restricted Shares, your right to any unvested Restricted Shares will terminate and the Company shall repurchase the unvested Restricted Shares for an amount equal to the Grant Price Per Share multiplied by the number of unvested Restricted Shares (the "Repurchase Price") effective as of (if you are an employee of the Company or any of its Subsidiaries) the date that you are no longer actively employed and physically present on the premises of the Company or any of its Subsidiaries, regardless of any notice period or period of pay in lieu of such notice required under any applicable statute or the common law (each, the "Notice Period"); provided however that if the Termination of Service happens within twelve (12) months as of the vesting commencement date, for any reason other than for "cause" as described in the sentence below or your resignation (including de facto resignation), then the following number of the Restricted Shares will vest immediately prior to such Termination of Service: the number of Restricted Share to vest immediately prior to such Termination of Service equals minus the number of Restricted Shares already vested. For this purpose, "cause" is based on a determination by the Committee, in its discretion, that you have: (i) performed an act or failed to perform any act to the detriment of the Company or any of its Subsidiaries, including any criminal act, material negligence or omission, and (ii) being unable to assume the position with the Company or any of its Subsidiaries as provided in the relevant employment agreement due to the applicable legal requirements (other than by reason of death or Disability).

The Company shall deliver the Repurchase Price to you as soon as practicable but not longer than 180 days following your Termination of Service.

Notwithstanding the foregoing, the following number of the Restricted Shares will fully vest and no longer be subject to forfeiture, repurchase and the restrictions contained in this Agreement if your Termination of Service is as a result of death or disability: the number of Restricted Share to vest then equals minus the number of Restricted Shares already vested.

Until vested, the Restricted Shares are not transferable and may not be sold, pledged or otherwise transferred.

The Company may but is not obligated to cause to be issued one or more share certificates, registered in your name, evidencing the Restricted Shares or may hold the Restricted Shares in book form. If the Company issues certificate(s) evidencing the Restricted Shares each such certificate will bear the following legend: The shares represented by this certificate are subject to forfeiture and the transferability of this certificate and the shares represented hereby are subject to the restrictions, terms and conditions (including restrictions against transfer) contained in China Sunergy Co., Ltd.'s Second Share Incentive Plan and a Restricted Shares Award Agreement dated thereof, entered into between the registered owner of such shares and China Sunergy Co., Ltd.

Each such certificate, together with powers duly executed in blank related to such Restricted Shares, will be deposited with the Secretary of the Company or a custodian designated by the Secretary. The Secretary or custodian will issue a receipt to you evidencing the certificates held that are registered in your name. Following the vesting of any of your Restricted Shares, the Company will cause to be issued and delivered to you certificates evidencing such Restricted Shares, free of the legend provided above.

You will not be entitled to receive dividends paid on the shares of the Company, if any, until the Restricted Shares are vested. You will not be entitled to vote the Restricted Shares until such Restricted Shares are vested. Only the vested portion of the Restricted Shares shall entitle the holder thereof to receive dividends, if any, and voting rights.

The Company has the authority to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes arising from this Restricted Shares Award. You may satisfy your tax obligation, in whole or in part, by: (i) electing to have the Company withhold shares of your Restricted Shares otherwise to be delivered with a fair market value equal to the minimum amount of the tax withholding obligation; (ii) surrendering to the Company previously owned Restricted Shares with a fair market value equal to the minimum amount of the tax withholding obligation; or (iii) paying over to the Company in cash the amount of tax withholding obligation.

You acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. The Company, its affiliates and your employer hold certain personal information, including your name, home address and telephone number, date of birth, identification number, salary, nationality, job title, any shares awarded, cancelled, purchased, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan ("Data"). The

Company and its affiliates will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the PRC or elsewhere such as the European Economic Area or the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on your behalf to a broker or other third party with whom you may elect to deposit any shares acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect your ability to participate in the Plan.

Your participation in the Plan is voluntary. The value of the Restricted Shares Award is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the Restricted Shares Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pensions or retirement benefits or similar payments unless specifically and otherwise provided. Rather, the awarding of Restricted Shares under the Plan represents a mere investment opportunity.

You confirm and agree that you will satisfy all your legal obligations under PRC laws and regulations in performing this Agreement, including but not limited to undertaking approval or registration procedures as required by PRC foreign exchange law or the relevant foreign exchange authority (if any). You further agree to pay off individual taxes resulted hereunder as required by Hong Kong tax law (if any) while the Company agrees to pay off individual taxes as required by PRC tax law. You agree to irrevocably and unconditionally waiver or forgo any rights or claims against the Company, if any of your rights or benefits under this Agreement is adversely affected by your failure to comply with PRC law or by the future developments in the PRC legal system, including the promulgation of new laws or policies, changes to the existing laws or the interpretation or enforcement thereof, the preemption of local regulations by national laws, or the overturn of local government's decision by superior government.

This Restricted Shares Award is granted under and governed by the terms and conditions of the Plan. You acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of a Restricted Shares Award under the Plan is a one-time benefit and does not create any contractual or other right to receive an award of Restricted Shares or benefits in lieu of Restricted Shares in the future. Future awards of Restricted Shares, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the award, the number of shares, and vesting provisions. The Plan has been introduced voluntarily by the Company and in accordance with the provisions of the Plan may be terminated by the Company at any time. By execution of this Agreement, you consent to the provisions of the Plan and this Agreement. Defined terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.

COMPANY: China Sunergy Co., Ltd.

Name: Title: ACKNOWLEDGED AND AGREED BY:

Name:

21 Exhibit 4.11

EMPLOYMENT AGREEMENT

BETWEEN

CHINA SUNERGY CO., LTD.

AND

Dated

OFFSHORE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of , is entered into by and between CHINA SUNERGY CO., LTD., a company organized in Cayman Islands and existing under the laws of the Cayman Islands (the "Company"), and ("Executive"), and shall become effective as of the date hereof (the "Effective Date").

WHEREAS, the Company desires to employ Executive and to enter into an agreement embodying the terms of such employment on and after the Effective Date; and

WHEREAS, Executive desires and is willing to enter into such employment with the Company and to enter into this Agreement; and

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties hereby agree as follows: 1. Definitions. For the purposes of this Agreement: "Group" means the Company and any company which is for the time being and from time to time, the holding company, parent, subsidiary or Affiliate of the Company.

"Affiliate" of a Person (the "Subject Person") means any other Person directly or indirectly controlling, controlled by or under common control with the Subject Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and includes (a) ownership directly or indirectly of 50% or more of the shares in issue or other equity interests of such Person, (b) possession directly or indirectly of 50% or more of the voting power of such Person or (c) the power directly or indirectly to appoint a majority of the members of the board of directors or similar governing body of such Person, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Person", for the purpose of this Agreement, means an individual, corporation, joint venture, enterprise, partnership, trust, unincorporated association, limited liability company, government or any department or agency thereof, or any other entity.

3. Position. (a) Executive shall serve as the of the Company. In such position, Executive shall have such duties and authority as shall be determined from time to time by the Board of Directors of the Company (the "Board"). Executive shall report to the .

(b) During the Employment Term, Executive will devote his business time and best efforts to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict with the rendition of such services either directly or indirectly, without the prior written consent of the Board.

4. Base Salary. During the Employment Term, the Company shall pay Executive a base salary (the "Base Salary") at the annual rate of [$ ], payable in regular installments in accordance with the Company's usual payroll practices. The Board may from time to time review and increase the Base Salary in its sole discretion. During the Employment Term, the Executive shall be eligible for any bonus program approved by the Board for the benefit of the senior executives of the Company; provided however, that the foregoing shall not create any presumption that a bonus will actually be granted by the Company to the Executive.

5. Employee Benefits. During the Employment Term, Executive shall be provided with benefits on the same basis as benefits are generally made available to other senior executives of the Company.

6. Vacation. Executive shall be entitled to four (4) weeks annual paid vacation in accordance with the vacation accrual policy of the Company.

7. Business Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the performance of his duties hereunder shall be reimbursed by the Company in accordance with Company policies.

8. Termination. Notwithstanding any other provision of this Agreement: (a) For Cause by the Company. The Employment Term, and Executive's employment hereunder, may be terminated at any time by the Company for "Cause" (as defined below) upon delivery of a "Notice of Termination" (as defined in Section 8(e)) by the Company to Executive. For purposes of this Agreement, "Cause" shall mean, in each case, as reasonably determined by the Board: (i) conviction of, or entry of a pleading of guilty or no contest by, Executive with respect to a felony or any lesser crime of which fraud or dishonesty is a material element; (ii) Executive's willful dishonesty towards the Company; (iii) Executive's willful and continued failure to perform substantially all of his duties with the Company, or a failure to follow the lawful direction of the Board after the Board delivers a written demand for substantial performance and Executive neglects to cure such a failure to the reasonable satisfaction of the Board within fifteen (15) days following receipt of such written demand; (iv) Executive's material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company's business operations or his material breach of this Agreement; (v) Executive's theft, fraud, embezzlement, dishonesty or similar conduct which has

resulted or is likely to result in material damage to the Company or any of its affiliates or subsidiaries; or (vi) Executive's habitual intoxication or continued abuse of illegal drugs which materially interferes with Executive's ability to perform his assigned duties and responsibilities.

If Executive is terminated for Cause pursuant to this Section 8(a), he shall be entitled to receive only his Base Salary and authorized benefits through the date of termination and he shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due to the Executive following Executive's termination of employment for Cause pursuant to this Section 8(a) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company.

(b) Disability or Death. The Employment Term, and Executive's employment hereunder, shall terminate immediately upon his death or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of ninety (90) consecutive days or one hundred twenty (120) days during any consecutive six (6) month period to perform his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as "Disability"). Upon termination of Executive's employment hereunder for either Disability or death, Executive or Executive's estate (as the case may be) shall be entitled to receive his Base Salary through the date of termination and any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. Executive or Executive's estate (as the case may be) shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following Executive's termination for Disability or death shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive (or his estate, as the case may be) shall not participate in any severance plan, policy or program of the Company.

(c) Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive's employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive's Disability) or by Executive for "Good Reason" (as defined below) following the delivery of a Notice of Termination to the other party. If Executive's employment is terminated by the Company without Cause (other than by reason of Disability) or by Executive for Good Reason, Executive shall receive, within thirty (30) days following termination, a lump sum payment of (i) any earned but unpaid Base Salary through the date of termination and (ii) any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. In addition, subject to Executive's compliance with Sections 9, 10 and 11, Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received through the first (1st) anniversary of the date of termination in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination in a lump sum payment and the remainder of such payments, if any, shall

thereafter be paid in bi-weekly installments through the first anniversary of the date of termination. Executive shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive's employment is terminated pursuant to this Section 8(c), the continued payment of Base Salary shall be subject to Employee's execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the Company.

For purposes of this Agreement, "Good Reason" means: (i) Any failure by the Company to comply with any of the material provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith;

(ii) any change in the duties or responsibilities (including reporting responsibilities) of Executive that is inconsistent in any material and adverse respect with Executive's position(s), duties or responsibilities with the Company (including any material and adverse diminution of such duties or responsibilities); provided, however, that Good Reason shall not be deemed to occur upon a change in duties or responsibilities (other than reporting responsibilities) that is solely and directly a result of any event set forth in Section 8(a), (b) or (d); or

(iii) any failure by the Company to comply with the provisions of Section 4 of this Agreement; provided that a termination by Executive with Good Reason shall be effective only if, within thirty (30) days following the delivery of a Notice of Termination for Good Reason by Executive to the Company, the Company has failed to cure the circumstances giving rise to Good Reason.

(d) Termination by Executive without Good Reason. The Employment Term, and Executive's employment hereunder, may be terminated by Executive without Good Reason following the delivery of a Notice of Termination to the Company. Upon a termination by Executive pursuant to this Section 8(d), Executive shall be entitled to his Base Salary up to the date of such termination and he shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following termination pursuant to this Section 8(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company.

(e) Notice of Termination. Any purported termination of employment by the Company or Executive (other than on account of the death of Executive) shall be communicated by a written Notice of Termination to Executive or the Company, respectively, delivered in accordance with Section 14(j) hereof. For purposes of this Agreement, a "Notice of

Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, the date of termination, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated. The date of termination of Executive's employment shall be the date so stated in the Notice of Termination and shall be no less than thirty (30) days following the delivery of a Notice of Termination; except that in the case of a termination by the Company for Cause in accordance with the terms of Section 8(a) hereof, in which case the date of termination of Executive's employment may be, at the sole discretion of the Company, be the same date as the delivery of the Notice of Termination.

9. Non-Competition/Non-Solicitation. (a) Executive acknowledges and recognizes the highly competitive nature of the "Business" (as defined below) of the Company and its subsidiaries and affiliates and accordingly agrees as follows: (i) (A) The term "Business" means the manufacturing, whether directly by the Company or through its various subsidiaries or Affiliates (including without limitation NJPV), of photovoltaic cells and such other related business activities as the Company may engage in from time to time; (B) the Business is conducted primarily in the People's Republic of China ("China" or the "PRC"); (C) Executive has intimate and valuable knowledge of the Business, as well as technical, financial, customer, supplier and other confidential information related to the Business, which, if exploited by Executive in contravention of the terms of this Agreement, would seriously, adversely and irreparably affect the ability of the Company to continue the Business; (D) the agreements and covenants contained in this Agreement, as they relate to the Business and otherwise, have been determined by the Company to be essential to protect the Business and goodwill of the Company; (E) for purposes of this Section 9, the Company shall be construed to include the Company and its subsidiaries and affiliates; and (F) Executive has the means to support himself and his dependents other than by engaging in the Business, and the provisions of this Agreement will not impair such ability in any manner whatsoever.

(ii) During the Employment Term and until the third anniversary of the date Executive ceases to be employed by the Company (the "Restricted Period"), Executive will not directly or indirectly, (A) engage in the Business for Executive's own account in China, (B) enter the employ of, or render any services to, any Person engaged in the Business in the PRC or (C) acquire a financial interest in, or otherwise become actively involved with, any person engaged in the Business in the PRC, directly or indirectly (and whether or not for compensation), as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (D) interfere with business relationships (whether formed before or after the Effective Date) between the Company and customers or suppliers of, or consultants to, the Company.

(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely through passive ownership as a portfolio investment (with no director designation rights or other special governance rights), securities of any person engaged in the Business which are publicly traded on a national or

regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 1% or more of any class of securities of such person.

(iv) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company, or directly or indirectly hire, any person who is an employee of or consultant then under contract with the Company or who was an employee of or consultant then under contract with the Company within the one year preceding such activity without the Company's written consent.

(b) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

10. Nondisparagement. Executive agrees (whether during or after Executive's employment with the Company) not to issue, circulate, publish or utter any false or disparaging statements, remarks or rumors about the Company or its affiliates or the officers, directors, managers or shareholders of the Company or its affiliates unless giving truthful testimony under subpoena.

11. Confidentiality. Executive shall not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any "Confidential Information" (as defined below) except while employed by the Company, in furtherance of the business of and for the benefit of the Company or its affiliates; provided that Executive may disclose such information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company and/or its affiliates, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information; provided, further, that in the event that Executive is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, Executive shall (i) promptly notify the Company of such order, (ii) at the written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur, and (iii) at the written request of the Company, seek to obtain, at the sole expense of the Company, such confidential treatment as may be available under applicable laws for any information disclosed under such order. For purposes of this Section 11, "Confidential Information" shall mean non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information relating to the business of the Company or its subsidiaries, affiliates or customers, that, in any case, is not otherwise available to the public (other than by Executive's breach of the

terms hereof). Upon termination of Executive's employment with the Company and its affiliates, Executive shall return all Company property, including, without limitation, files, records, disks and any media containing Confidential Information, including all copies thereto.

12. Assignment of Inventions. (a) Exhibit A hereto lists all inventions, original works of authorship, developments, improvements, and trade secrets which were made by the Executive prior to his employment with the Company (collectively referred to as "Prior Inventions"), which belong to the Executive, which relate to the Company's Business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions.

(b) If in the course of his employment with the Company, the Executive incorporates into a product, process or machine of the Company and/or any other member of the Group a Prior Invention owned by him or in which he have an interest, the Company and/or any member of the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

(c) The Executive shall promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign, free or charge, to the Company, or its designee, all the right, title, and interest he may have in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, processes, copyright works, know-how, Confidential Information, any other work's information or matter which gives rise or may give rise to any intellectual property of whatsoever nature, whether or not patentable or registrable under any law of any country, which he may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during his employment with the Company (collectively referred to as "Inventions"), except as provided in Section 12(j) below.

(d) The Executive acknowledges that the Company, or its designee, has the absolute title, right or interest in and to any and all original inventions or works of authorship which are made by him, as an employee, (solely or jointly with others) within the scope of and during the period of the employment with the Company and which inventions and works are the "service invention-creation" and "works made for hire" as defined under applicable law. If any one or more of the aforementioned Inventions can be protected by copyright and are not considered to be "service invention-creation" or "works made for hire" as defined under applicable law, such items shall be deemed to be assigned and transferred completely and exclusively to the Company, or its designee, by virtue of the execution of this Agreement by the Executive.

(e) The Executive acknowledges that the decision whether or not to commercialize or market any invention developed by him solely or jointly with others is within the Company' sole discretion and for the sole benefit of the Company and/or any other member of the Group, and that no royalty will be due to the Executive as a result of the Company's efforts (or the efforts of any member of the Group) to commercialize or market any such Invention.

(f) The Executive shall keep and maintain adequate and current written records of all Inventions made by him (solely or jointly with others) during the term of his employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

(g) The Executive shall assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's (or its designee's) rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto, and to do all other things reasonably requested by the Company, or its designee, (both during and after the term of this Agreement) in order to vest more fully in the Company, or its designee, all ownership rights in the Inventions.

(h) If the Company is unable because of the Executive's mental or physical incapacity or for any other reason to secure his signature to apply for or to pursue any application for any United States, PRC or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as set forth above, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by the Executive.

(i) With respect to Inventions that are not considered as "service invention-creation" or "works made for hire" under applicable law, to the extent that any application, registration or other governmental processes may be required in order to protect the Company's, or its designee's ownership of any Inventions, the Executive hereby grants the Company, or its designee, an irrevocable power of attorney to execute all documents and do all acts in his name as the Company, or its designee, may deem necessary or advisable to effect such processes and agrees to diligently and faithfully assist the Company, or its designee, in effecting such processes.

(j) Any assignment of any Inventions under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where such Moral Rights exist, the Executive hereby waives such Moral Rights and consent to any action of the Company, or its designee, that would violate such Moral Rights in the absence of such consent. The Executive hereby covenants to confirm any such waivers and consents from time to time as requested by the Company, or its designee.

(k) In respect of any inventions which are not Inventions but which relate to the business of the Company or Group, the Company or any member of the Group shall have a pre-emptive right to acquire for itself or its nominee all or any part (at the Company's option) of the Executive's rights therein within three (3) months of their disclosure by the Executive to the Company under Section 12(c) above on such terms as shall be agreed by the Company and Executive. In the event that the Company or any member of the Group decides not to acquire such inventions, the Executive hereby grants to the Company, a perpetual, worldwide, irrevocable, royalty-free, fully paid-up, exclusive license to use for any and all purposes and in any manner any such other inventions that are within the scope of the actual and anticipated business of the Company or the Group.

13. Enforcement of Restrictive Covenants. Executive acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of Sections 9, 10, 11 or 12 herein would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, upon a violation by Executive of Section 9, 10, 11 or 12, as determined in good faith by the Board, all payments remaining due to Executive pursuant to Section 8(c), if applicable, shall immediately cease.

14. Miscellaneous. (a) Acceptance. Executive hereby represents that his performance and execution of this Agreement does not and will not constitute a breach of any agreement or arrangement to which he is a party or is otherwise bound, including, without limitation, any noncompetition or employment agreement.

(b) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK OF THE UNITED STATES OF AMERICA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF ANY JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEW YORK. ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS HERETO (OTHER THAN AN ACTION WHICH MUST BE BROUGHT BY ARBITRATION PURSUANT TO SECTION 14(d)) MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN NEW YORK COUNTY, NEW YORK. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.

(c) JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.

(d) Arbitration; Legal Fees. Except to the extent contemplated by Section 13, any dispute, controversy or other claim arising out of or relating to (i) this Agreement, or (ii) Executive's employment with the Company shall be resolved by binding confidential arbitration before a single arbitrator, to be held in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall be responsible for its own expenses relating to the conduct of the arbitration or litigation (including reasonable attorneys' fees and expenses) and shall share the fees of the American Arbitration Association and the arbitrator, if applicable, equally.

(e) Entire Agreement/Effectiveness of this Agreement. This Agreement constitutes the entire agreement between the parties as of the Effective Date and supersedes all previous agreements and understandings between the parties with respect to the subject matter thereof. Executive hereby acknowledges and agrees that the Prior Employment Agreement shall terminate as of immediately prior to the Effective Date and Executive shall have no further rights thereunder and the Company and its affiliates shall have no further obligations thereunder.

(f) Amendments. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. Sections 9, 10, 11, 12 and 13 survive the termination of this Agreement and the termination of Executive's employment with the Company, except as otherwise specifically stated therein.

(g) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party's rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(h) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, each such provision shall be processed with whatever deletion or modification is necessary so that the provision is otherwise legal, valid and enforceable and gives effect to the commercial intention of the parties. To the extent it is not possible to delete or modify the provision, in whole or in part, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the validity, legality and enforceability of the remaining provisions of this Agreement shall, subject to any deletion or modification made hereunder, not be affected.

(i) Assignment. Executive shall not have the right to assign his interest in this Agreement, any rights under this Agreement or any duties imposed under this

Agreement. This Agreement may be assigned by the Company to any successor in interest to substantially all of the business operations of the Company. Such assignment shall become effective when the Company notifies Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such successor company.

(j) Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, if delivered by overnight courier service, if sent by facsimile transmission or if mailed by registered mail, return receipt requested, postage prepaid, addressed to the respective addresses or sent via facsimile to the respective facsimile numbers, as the case may be, as set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt; provided, however, that (i) notices sent by personal delivery or overnight courier shall be deemed given when delivered; (ii) notices sent by facsimile transmission shall be deemed given upon the sender's receipt of confirmation of complete transmission, and (iii) notices sent by United States registered mail shall be deemed given seven (7) days after the date of deposit in the United States mail.

If to Executive, to: If to the Company, to: 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing, PRC 211100 Facsimile: +86 (25) 5276-6882 Attention: Lu Tingxiu

with a copy to: Latham & Watkins LLP 41/F One Exchange Square 8 Connaught Place, Central Facsimile: (852) 2522-7006 Attention: David T. Zhang

(k) Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state, local and foreign taxes as may be required to be withheld pursuant to any applicable law or regulation.

(l) Continuation of Employment. Unless the parties otherwise agree in writing, continuation of Executive's employment with the Company beyond the expiration of the Employment Term shall be deemed an employment "at will" and shall not be deemed to extend any of the provisions of this Agreement, and Executive's employment may thereafter be terminated at will by Executive or the Company.

(m) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

EXECUTIVE

CHINA SUNERGY CO., LTD. By: Name: Title:

EXHIBIT A

Prior Inventions

Schedule

Senior Date of Executive No. Agreement Officer Term of Employment Position Prior Inventions 1 October 25, Jianhua the Fifth (5th) anniversary of the Effective Date (the "Initial Term"); President and Chief Screen printed p-type silicon solar 2006 provided, however, that such term shall be automatically extended for Scientist; Zhao cell manufacturing technology, successive twelve (12) month periods unless, no later than Sixty (60) involving the standard steps of days prior to the expiration of the Initial Term or any extension thereof, Board texturing etch, phosphorus either party hereto shall provide written notice to the other party hereto diffusion, edge isolation plasma of its or his desire not to extend the term hereof. etch, PECVD SiNx deposition, screen printing front and rear Ag and Al contact metal, firing the pastes, testing, sorting and packing. 2 October 25, Fengming the Fifth (5th) anniversary of the Effective Date (the "Initial Term"); Vice President – None 2006 Zhang provided, however, that such term shall be automatically extended for Manufacturing;

successive twelve (12) month periods unless, no later than Sixty (60) Board days prior to the expiration of the Initial Term or any extension thereof, either party hereto shall provide written notice to the other party hereto of its or his desire not to extend the term hereof.

3 October 25, Aihua the Fifth (5th) anniversary of the Effective Date (the "Initial Term"); provided, Vice President - Screen printed p-type silicon 2006 Wang however, that such term shall be automatically extended for successive twelve Research and solar cell manufacturing Development; (12) month periods unless, no later than Sixty (60) technology, involving the days prior to the expiration of the Initial Term or any extension thereof, either Board standard steps of texturing party hereto shall provide written notice to the other party hereto of its or his etch, phosphorus diffusion, desire not to extend the term hereof. edge isolation plasma etch, PECVD SiNx deposition, screen printing front and rear Ag and Al contact metal, firing the pastes, testing, sorting and packing. 4 December 17, Kenneth the Third(3rd) anniversary of the Effective Date (the "Initial Term"), and with 1 CFO (Chief Financial None 2007 Officer) Luk year guarantee without cause; provided, however, that such term shall be automatically extended for successive twelve (12) month periods unless, no CEO Allen Wang later than Ninety(90) days prior to the expiration of the Initial Term or any extension thereof, Executive hereto shall provide written notice to the company hereto of his desire not to extend the term hereof. 5 August 30, Fang the Third(3rd) anniversary of the Effective Date (the "Initial Term"); provided, Assistant to Chief None 2007 Yang however, that such term shall be automatically extended for successive twelve Executive Officer (12) month periods unless, no later than Ninety (90) days prior to the and Vise President- expiration of the Initial Term or any extension thereof, either party hereto shall Business Planning provide written notice to the other party hereto of its or his desire not to extend the term hereof.

ENGLISH TRANSLATION

EMPLOYMENT AGREEMENT

BETWEEN

______

AND ______

Dated

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of , is entered into by and between a limited liability company incorporated in and existing under the laws of the (the "Company"), and Mr. ("Executive"), and shall become effective as of the date hereof (the "Effective Date").

WHEREAS, the Company desires to employ Executive and to enter into an agreement embodying the terms of such employment on and after the Effective Date; and

WHEREAS, Executive desires and is willing to enter into such employment with the Company and to enter into this Agreement; and

2. Term of Employment. Subject to the provisions of Section 8 of this Agreement, this Agreement shall be effective for a period commencing on the Effective Date and ending on the day immediately preceding the anniversary of the Effective Date (the "Initial Term"); provided, however, that such term shall be automatically extended for successive twelve (12) month periods unless, no later than days prior to the expiration of the Initial Term or any extension thereof, either party hereto shall provide written notice to the other party hereto of its or his desire not to extend the term hereof (the Initial Term together with any extension shall be referred to hereinafter as the "Employment Term").

4. Base Salary. During the Employment Term, the Company shall pay Executive a base salary (the "Base Salary") at the annual rate of , payable in regular installments in accordance with the Company's usual payroll practices. The Board may from time to time review and increase the Base Salary in its sole discretion. During the Employment Term, the Executive shall be eligible for any bonus program approved by the Board for the benefit of the senior executives of the Company; provided however, that the foregoing shall not create any presumption that a bonus will actually be granted by the Company to the Executive.

5. Employee Benefits. During the Employment Term, Executive shall be provided with benefits on the same basis as benefits are generally made available to other senior executives of the Company.

6. Vacation. Executive shall be entitled to annual paid vacation in accordance with the vacation accrual policy of the Company.

8. Termination. (a) In any of the following circumstances, the Company is entitled to terminate this Agreement by day prior written notice to the Executive: (i) The Executive is unable, due to a non-job-related illness or injury, to perform the Executive's original job functions or the functions of a new job assigned by Company, even after medical treatment thereof;

(ii) The Executive is not capable, after training, of performing her originally assigned job functions or a newly assigned job;

(iii) The basis upon which this Agreement was signed has changed substantially so that it is not possible to continue to carry out this Agreement as originally intended and, after consultations, Company and the Executive fail to agree as to how to amend this Agreement;

(iv) Any other reason lawful under PRC laws and regulations.

(b) In any of the following circumstances, the Company is entitled to terminate this Agreement "for cause", without prior notice or paying economic compensation: (i) The Executive has seriously violated PRC laws or regulations or the Company policies or rules;

(ii) the Executive has profited illegally from or otherwise abused his/her position;

(iii) the Executive has caused material damage to Company's reputation or interests;

(iv) the Executive has been convicted of a crime; or

(v) Any other reason lawful under PRC laws and regulations.

(d) In any of the following circumstances, the Executive is entitled to terminate this Agreement without prior notice: (i) The Company forces the Executive to work by violence, threats or illegal restraint to the Executive's personal freedom; or

(ii) The Company has failed to pay the Executive according to this Agreement or provide safe work conditions.

(e) Unless otherwise provided herein, Section 9, 10, 11, 12 and 13 hereof shall survive the termination of the employment between the Executive and the Company.

9. Non-Competition/Non-Solicitation. (a) In consideration of the Company's employment of the Executive and paying salary to the Executive in accordance with Chinese laws, to the most extent permissible by the applicable law, the Executive undertakes not to or allows his affiliates to obtain practical interest or position in any person, company, enterprise, partnership organization or other entities that compete with the Company or provide any consulting service or other assistance to such person, company, enterprise, partnership organization or other entities within his or her service in the Company or after leaving the Company. The Executive also undertakes not to or allow his affiliates to independently operate any business that competes with the Company within his or her service in the Company or after leaving the Company. Notwithstanding the above provisions, the executive shall not or allow his affiliates to (x) independently operate the same or similar businesses that compete with the business of the Company; (y) accept or obtain any practical interest or position in any person, company, enterprise, partnership organization or other entities that compete with the Company; or (z) in

any form cause competition with the business of the Company within his or her service in the Company or one (1) year after leaving the Company. In the agreement, any affiliate of any person or entity shall include any type of organizations where the person or entity serves as executive, director or partner or holds, directly or indirectly, 10% or more practical interest; (ii) any trust or other properties of which the person or entity has significant interest or acts as trustee (or similar position), and (iii) any relative, spouse or the relatives thereof who live together with the person or who serve as director or executive in the above mentioned entities or its parent company or subsidiaries. In the section, "business of the Company" includes any business which accounts for at no less than 30% of the turnover or total profit of the Company within 6 months before the termination of employment. The Executive shall perform all other duties within the framework of relative laws and regulations of China that is then effective even though the above obligations are not executable under the laws and regulations of China that is then effective. If the Company shall pay consideration according to the relative laws and regulations of China that is then effective, the Company may select to pay in accordance with the lowest standard as stipulated by the relative laws and regulations of China that is then effective.

Without prejudice to the generality of the above terms, in accordance with the current effective Jiangsu Labor Contract Ordinance, the Executive shall fulfill all the above-mentioned duties within his or her service in the Company, and under the pre-condition that the Company has paid the Executive annual economic compensation equivalent to one third of the salary the Executive obtains during the last 12 months when he serves the Company, the Employee shall fulfill all the above-mentioned obligations. The provisions specified in this paragraph shall be amended automatically according to the amendments to the applicable laws and regulations.

(b) The Executive shall not, within his or her service in the Company or after the employment terminates, incite, allure, encourage or facilitate by other means (a) any other executive or employees to terminate the employment with the Company; (b) any consultant, independent contractor, agent, customer, representative, seller or supplier to terminate their relationship with the Company or the business or employment with other individuals or entities except those actions taken during the performance of his or her duties within his or her service in the Company.

11. Confidentiality. The Employee agrees not to disclose directly or indirectly to any person, company, enterprise, partnership organization or other enterprises any confidential or proprietary information (technical, financial, marketing, etc.)(hereinafter referred to as "Confidential Information") related to the Company, its parent company, affiliated company, related company, intra-group companies and any other companies related with the Company in business or contracts ("Related Companies") in his or her service in the Company or three (3) years after the employment terminates. In case of (A) use or disclosure of the confidential information in reasonable performance of his or her duties for the Company, and (B) use or disclosure in conformity with the laws and the legally enforceable orders, the contents disclosed shall be limited to the scope subject to the laws and the legally enforceable orders and the Employee shall inform the Company before use and disclosure for the Company to take appropriate protective measures.

The "Confidential Information" herein refers to any tangible or intangible information or materials which are the proprietary and confidential information of the Company and the Employee has access to during or due to his or her employment. The above information is regarded as the confidential information whether it is owned or developed by the Company.

The Confidential Information includes but not limited to the information, development, business secret, know-how, invention (with patent right or not), personnel information, customer information, technical materials, program and regulation system, diagram, experiment notes, testing program, software design and structure, computer data, internal documents, design and function specification, problem, other report, analysis and performance information, software document, other technologies, business, service, product, market, marketing, plan, strategy, research, finance or other information relating to the Company or any of its customers, consultants or licensees.

The Confidential Information does not include (i) the information or materials which are already made public before the information or materials are disclosed to the Employee; (ii) the information or materials which are made public not because of the fault of the Employee after the information or materials are disclosed to the Employee; (iii) the information or materials that is in possession of the Employee when the information or materials are disclosed to the Employee and the Employee does not bear any confidential obligation to the Company; (iv) the information or materials the Employee obtains through the third party on the premise that any confidential obligations are not violated.

Upon the termination of the Employee's employment or any time the Company may request, the Employee shall deliver to the Company all memos, notes, plans, records, reports, computer tapes, software, other document, data and all copies thereof relating to the confidential information, intellectual property right (as defined in Section 12(a) below) or the business of the Company.

12. Proprietorship of Intellectual Property Right. (a) The Employee agrees that the findings, invention, innovation, improvement, development, approach, design, diagram, analysis, report and all the practical or expected businesses, similar or related materials and other proprietary intellectual property rights ("Intellectual Property Right", whether be patent, business secret or other legal rights) relating to the Company's past, present or future products or services all belong to the Company. The Employee undertakes to cooperate to the best of his/her ability with the Company to procure the Company to obtain the complete right to intellectual property without any defect.

(b) The Employee hereby undertakes to transfer, permanently (or the longest term according to the law) and free of charge, his proprietorship and interests to the intellectual property rights which the Employee possessed, held or under his or her control and put into use or all the intellectual property rights the Employee developed and provided for use in or relating to the business of the Company, and the Employee hereby waive the rights to the Company. The Employee hereby undertakes to take any further action required by the Company including but not limited to signing any necessary documents or completing any applicable legal procedures to perform the above transfer.

13. Remedies for Breach of Contract. The Employee acknowledges the Company shall or may suffer serious damage or loss should the above obligations be violated. The Employee agrees that should the above obligations be violated or threatened, the Company shall have the right to seek instructive or injunction legal remedies in the courts aside from other legal remedies such as economic compensation.

14. Miscellaneous. (a) Non-breach. Executive hereby represents that his performance and execution of this Agreement does not and will not constitute a breach of any agreement or arrangement to which he is a party or is otherwise bound, including, without limitation, any noncompetition or employment agreement.

(b) Applicable Law. The Agreement shall be governed and construed by the laws of the People's Republic of China. All disputes arising from the Agreement shall be governed by the courts in China. The plenary has the right to file suit in any courts in Nanjing of China.

(c) Entire Agreement/ Amendments. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and understandings between the parties with respect to the subject matter thereof. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(d) No Waiver. In case any party delays or fails to execute any right or remedy under the Agreement or arising out of the breach by the other party, the right and remedy shall not be damaged or it shall be deemed as waiver or consent of the breach. Any waiver, being similar or not, shall not be deemed as waiver of other breaches occurring therebefore or thereafter. The waiver of any terms and conditions shall be carried out in writing by the party who are favored by the terms and conditions. Any waiver of breach shall not influence the Agreement and any terms and conditions shall remain in effect upon other or later breaches.

(e) Severability. The invalidity, illegality or unenforceablity of any clause of this Agreement in any jurisdiction shall only result in the invalidity, illegality or unenforceablity of such clause in such jurisdiction, without prejudice to the validity, legality and enforceability of other clauses in this jurisdiction or any clause hereof in other jurisdiction, and such invalid, illegal or unenforceable clause shall be replaced by a valid, legal and enforceable clause that reflect the parties' intention to the most extent.

(f) Assignment. Executive shall not have the right to assign his interest in this Agreement, any rights under this Agreement or any duties imposed under this Agreement. This Agreement may be assigned by the Company to any successor in interest to substantially all of the business operations of the Company. Such assignment shall become effective when the Company notifies Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such successor company.

(g) Notice. All notices and other correspondences required or permitted to be given or made under the Agreement shall be in writing and delivered in person, by express courier or facsimile.

For the Company: Add: No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing Recipient: Lu Tingxiu Tel: 0086 - 25 - 52766698 Fax: 0086 - 25 - 52766699

For the Employee: Add: Recipient: Tel: Fax:

All notices and other communications delivered hereunder shall be deemed to have been duly given as the case may be, as set forth below (i) notices sent by overnight courier shall be deemed given when such notices are delivered to the above address; (ii) notices sent by commercial express shall be deemed given seven (5) days after the date of delivery, and (iii) notices sent by facsimile transmission shall be deemed given upon the receiver's confirmation.

(h) Amendment and Waiver. The Agreement shall not be amended or changed until every party agrees by written consent, but the Company has the right to reduce the term of confidentiality and non-compete stipulated in the Agreement without the consent of the Employee. The abovesaid "term of non-compete" refers to the aforementioned term of employment and one (1) year after the employment; . Should the Company reduce the term of confidentiality and non-compete, the Company can give economic compensation for its adjusted term of confidentiality and non-compete in accordance with the relative provisions in the Jiangsu Labor Contract Ordinance. In case any party delays or fails to execute any right or remedy under the Agreement or arising out of the breach by the other party, the right and remedy shall not be damaged or it shall be deemed as waiver or consent of the breach. Any waiver, being similar or not, shall not be deemed as waiver of other breaches occurring therebefore or thereafter. The waiver of any terms and conditions shall be carried out in writing by the party who are favored by the terms and conditions. Any waiver of breach shall not influence the Agreement and any terms and conditions shall remain in effect upon other or later breaches.

(i) Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such personal income taxes as may be required to be withheld pursuant to any Chinese law.

(ii) Counterparts. This Agreement may be signed in three counterparts by each party or be signed separately, each of which shall be an original, and all of which constitute the same agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

EXECUTIVE /s/ China Sunergy Co., Ltd. By: /s/ Name: Title

EXHIBIT A

Prior Inventions

Schedule

Place of Term of Non-Competition/ Amendment and Party Date Incorporation Employment Position Vacation Termination Non- Solicitation Waiver Counterparts Remarks CEEG (Nanjing) October 23, 2006 Nanjing, Jiangsu Fifth (5th) Chief 4 weeks 30 three years The abovesaid "term This The Contract was Province Sixty (60) Executive of confidentiality Agreement terminated on July PV-Tech Co., Officer and non-compete" may be signed 2007. Ltd. and Tingxiu People's Republic of refers to the in Lu China aforementioned term counterparts, of employment and each of which 3 years after the shall be an employment original, with the same effect as if the signatures thereto and hereto were upon the same instrument. CEEG (Nanjing) October 23, 2006 Nanjing, Jiangsu Fifth (5th) Vice 4 weeks 30 The abovesaid "term This The Contract was PV-Tech Co., Province Sixty (60) President- of confidentiality Agreement terminated on May Ltd. and Operations and non-compete" may be signed 2007 Guangyou Yin People's Republic of refers to the in China aforementioned term counterparts, of employment and each of which 3 years after the shall be an employment original, with the same effect as if the signatures thereto and hereto were upon the same instrument. CEEG (Nanjing) October 23, 2006 Nanjing, Jiangsu Fifth (5th) Vice 4 weeks 30 three years The abovesaid "term This The Contract was PV-Tech Co., Province Sixty (60) President- of confidentiality Agreement terminated on March Ltd. and Administration and non-compete" may be signed 2007 Chengrong Xu People's Republic of and Human refers to the in China Resources aforementioned term counterparts, of employment and each of which 3 years after the shall be an employment original, with the same effect as if the signatures thereto and hereto were upon the same instrument. China Sunergy July 9, 2007 Cayman Islands Third (3th) Chief 21 days 90 one (1) year the abovesaid "term This The Second Paragraph Co., Ltd. and Cayman Islands Ninety (90) Executive (i) not applicable of confidentiality" Agreement under section 9(a), Allen Officer refers to the may be signed Section 17(i) and Ruennsheng aforementioned term in three Exhibit A are not Wang of employment and counterparts applicable. three (3) years after by each party the employment or be signed separately, each of which shall be an original, and all of which constitute the same agreement.

29 EXHIBIT 4.12

CHINA SUNERGY CO., LTD.

DIRECTOR AGREEMENT

This Director Agreement (the "Agreement") is made and entered into as of , 2007, by and between China Sunergy Co., Ltd., a Cayman Islands company (the "Company"), and , an individual ("Director").

I. SERVICES 1.1 Board of Directors. For the term of this Agreement, Director shall serve as a member of Company's Board of Directors (the "Board"). The Board shall consist of the Director and such other members as nominated and elected pursuant to the Company's then-current Articles of Association (the "Articles").

1.2 Director Services. Director's services to the Company hereunder shall include service on the Board to manage the business of the Company in accordance with applicable law and the currently effective Memorandum and Articles of Association of the Company, and such other services mutually agreed to by Director and the Company (the "Director Services").

II. COMPENSATION 2.1 Fees to Director. The Company agrees to pay Director the following fees for the Director Services: ______per annum, paid monthly at the end of each calendar month.

2.2 Expenses. The Company shall reimburse the Director for any travel, entertainment and other out-of-pocket expenses reasonably incurred by him in the performance of his duties, subject to the approval procedures of the Company.

2.3 Director and Officer Liability Insurance. The Company's director and officer liability insurance policy shall provide Director with coverage for damages and losses incurred in connection with the Director Services.

III. DUTIES OF DIRECTOR 3.1 Fiduciary Duties. In fulfilling his managerial responsibilities, Director shall be charged with a fiduciary duty to the Company and all of its shareholders. Director shall be attentive and inform himself of all material facts regarding a decision before taking action. In addition, Director's actions shall be motivated solely by the best interests of the Company and its shareholders.

3.2 Confidentiality. During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director shall maintain in strict confidence all information he has obtained or shall obtain from the Company which the Company has designated as "confidential" or which is, by its nature confidential, relating to the Company's business, operations, properties,

assets, services, condition (financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Company, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently learned by Director outside of this relationship ("Confidential Information").

3.3 Nondisclosure and Nonuse Obligations. Director will use the Confidential Information solely to perform the Director Services for the benefit of the Company. Director will treat all Confidential Information of the Company with the same degree of care as Director treats his own Confidential Information, and Director will use its best efforts to protect the Confidential Information. Director will not use the Confidential Information for his own benefit or the benefit of any other person or entity, except as may be specifically permitted in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or of which he becomes aware, of the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.

3.4 Return of the Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement ("the Company Property"), are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company's request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company's option, the original and any copies of the Company Property. Director agrees to certify in writing that Director has so returned or destroyed all such the Company Property.

IV. COVENANTS OF DIRECTOR 4.1 No Conflict of Interest. During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any business entity that is competitive with the Company or its affiliates or otherwise undertake any obligation inconsistent with the terms hereof, provided that Director may continue Director's current affiliation or other current relationships with the entity or entities described on Exhibit A (all of which entities are referred to collectively as "Current Affiliations"). This Agreement is subject to the current terms and agreements governing Director's relationship with Current Affiliations, and nothing in this Agreement is intended to be or will be construed to inhibit or limit any of Director's obligations to Current Affiliations. Director represents that nothing in this Agreement conflicts with Director's obligations to Current Affiliations. A business entity shall be deemed to be "competitive with the Company" for purpose of this Article IV only if and to the extent it engages in the business substantially similar to the Company's business.

4.2 Noninterference with Business. During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his or her employment, contractual or other relationship with the Company.

V. TERM AND TERMINATION 5.1 Term. This Agreement is effective as of the date first written above and will continue until the date on which Director ceases to be a member of the Board for any reason (the "Expiration Date"), or until terminated in accordance with Section 5.2.

5.2 Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party, or such shorter period as the parties may agree upon.

5.3 Survival. The rights and obligations contained in Articles III and IV will survive any termination or expiration of this Agreement.

VI. MISCELLANEOUS 6.1 Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

6.2 No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.

6.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or such other address as either party may specify in writing.

6.4 Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of New York, without regard to conflicts of law principles thereof.

6.5 Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

6.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director Services undertaken by Director for the Company.

6.7 Amendments. This Agreement may only be amended, modified or changed by an agreement signed by the Company and Director. The terms contained herein may not be altered, supplemented or interpreted by any course of dealing or practices.

6.8 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Company: China Sunergy Co., Ltd. By: /s/ Tingxiu Lu Name: Tingxiu Lu Title: Chairman Independent Director: /s/ Name:

EXHIBIT A

Director's Current Affiliations

A - 1

Schedule

May 13, 2008 Jian Li May 13, 2008 Steve Morgan May 13, 2008 Wenze Wang

2 Exhibit 4.50

English Translation

Sino-foreign Equity Joint Venture

CEEG (Shanghai) PV-tech Co., Ltd.

Contract

Prepared by Shanghai Songjiang Foreign Investment Service Co., Ltd. as

an agent

May 2007

Contents

Chapter 1 General Provisions 3 Chapter 2 Parties to the Joint Venture 3 Chapter 3 Establishment of the Joint Venture Company 3 Chapter 4 Purpose, Scope and Scale of Production and Operations 4 Chapter 5 Total Amount of Investment and Registered Capital 4 Chapter 6 Responsibilities of both Parties and Profit Distribution 4 Chapter 7 Selling of Products 5 Chapter 8 Board of Directors 5 Chapter 9 Operation and Management Organization 7 Chapter 10 Purchase of Goods 8 Chapter 11 Labor Management 8 Chapter 12 Taxation, Finance, Audit, Statistics and Environmental Protection 8 Chapter 13 Duration 9 Chapter 14 Disposal of Properties after the Expiration of the Duration 10 Chapter 15 Insurance 10 Chapter 16 Amendment, Modification and Termination 11 Chapter 17 Defaulting Liability 11 Chapter 18 Force Majeure 11 Chapter 19 Applicable Law 12 Chapter 20 Dispute Resolution 12 Chapter 21 Language 12 Chapter 22 Effectiveness and Miscellaneous 12

Sino-foreign Equity Joint Venture CEEG (Shanghai) PV-tech Co., Ltd. Contract

Chapter 1 General Provisions

Pursuant to the Law of the People's Republic of China on Sino-foreign Equity Joint Ventures and other relevant Chinese laws, regulations and documents, China Electric Equipment Group Corporation (hereinafter referred to as "Party A") and China Sunergy Co., Ltd. (hereinafter referred to as "Party B") agree after friendly consultations to jointly invest in and set up an equity joint venture in Songjiang District, Shanghai, the People's Republic of China and hereby enter into this Contract.

Chapter 2 Parties to the Joint Venture

Article 1 The parties to this Contract

Party A's name: China Electric Equipment Group Corporation

Registered address: 68#, Shengtai Road, Jiangning Economic and Technological Development Zone, Nanjing

Legal representative: Lu Tingxiu

Party B's name: China Sunergy Co., Ltd.

Registered address:

Legal representative:

Chapter 3 Establishment of the Joint Venture Company

Article 2 The name of the joint venture company both parties to the joint venture agree to establish is: CEEG (Shanghai) PV-tech Co., Ltd. (hereinafter referred to as "JVC")

JVC's registered address: V25-B Land Plot, West Science Park, Shanghai Songjiang Industry Zone

JVC's correspondence address: Rm.213, Block B, 81# Rongle East Road, Shanghai Songjiang Industry Zone

Legal representative: Cai Zhifang

Article 3 The JVC is established with the approval of the Chinese Government. All its business activities must comply with the laws, decrees and related regulations of the People's Republic of China. The lawful interests of the JVC are protected by Chinese laws.

Article 4 The form of organization of the JVC is a limited liability company. Both parties party shall assume the responsibility for the JVC to the extent of their respective capital contributions. Both parties shall share profits and assume risks and losses in proportion to their respective capital contributions.

Chapter 4 Purpose, Scope and Scale of Production and Operations

Article 5 Purpose of the JVC: provide high-quality products for domestic and overseas markets by making use of their respective advantages so as to create economic benefits of the JVC.

Article 6 Business scope of the JVC: research and development, production and related technical services of crystalline silicon solar battery and related products, research and development of solar battery components, solar photovoltaic generation system and auxiliary system, selling of self-produced products and offering of relevant technical consulting services.

Article 7 Production scale of the JVC: annual sales of USD 150 million.

Chapter 5 Total Amount of Investment and Registered Capital

Article 8 The total amount of investment of the JVC is USD 29.98 million and its registered capital is USD 29.8 million.

Article 9 Cooperative conditions of both parties: Party A shall make its investment in RMB, an equivalent of USD 2.98 million, accounting for 5% of registered capital;

Party B shall invest USD 26.82 million in spot exchange, accounting for 95% of registered capital.

Article 10 Form of contribution is as follows: Party A will pay its capital contribution in RMB cash and Party B will pay its capital contribution in USD spot exchange.

Article 11 Both parties shall pay 20% of the registered capital of the JVC within three months after the business license is issued to the JVC and the remaining portion shall be paid up within two years after the business license is issued to the JVC.

Article 12 If either party transfers all or part of its shares to a third party, such transfer shall be subject to the consent of the other party and also to the approval of the original examination and approval authority. When either party makes such transfer, the other party shall have the preemptive right.

Article 13 After both parties pay up their respective capital contributions, the capital contributions shall be verified by an accountant registered in China, which shall issue a capital verification report. The JVC shall issue contribution certificates to both of them.

Article 14 If either party fails to pay its capital contribution pursuant to Article 9, Article 10 and Article 11, such party shall be deemed to default under this Contract and shall undertake the defaulting liability in accordance with law.

Chapter 6 Responsibilities of both Parties and Profit Distribution

Article 15 Both parties shall be responsible for the following matters: Responsibility of Party A (Chinese party): 1. Apply to relevant Chinese competent departments for approval and registration with respect to the establishment of the JVC, obtain industrial and commercial business license, etc;

2. Handle farmland leasing procedures and other related procedures;

3. Assist in putting in place water, electricity, transportation, communications and other production and operation conditions;

4. Assist the JVC in recruiting operation and management personnel, technicians, workers and other personnel;

5. Handle the other matters entrusted by the JVC.

Responsibility of Party B (foreign party): 1. Pay the capital contribution it subscribes for pursuant to the provisions of Article 9, Article 10 and Article 11;

2. Take charge of all the businesses after the JVC starts normal business operations;

3. Handle the other matters entrusted by the JVC.

Profit distribution: both parties share profits and undertake losses and risks in proportion to their respective capital contributions.

Chapter 7 Selling of Products

Article 16 The selling price of the JVC will be specified and adjusted in due course of time by the board of directors in reference to the price level on international market. The JVC is responsible for its foreign exchange balance.

Article 17 Selling channel of products: the JVC will make direct sales to domestic and overseas markets.

Chapter 8 Board of Directors

Article 18 The JVC has its shareholders' meeting and board of directors. The date of establishment of the board of directors is the date of registration of the JVC.

Shareholders' meeting exercises the following functions and powers:

(1) Decide upon the business policy and investment plan of the JVC;

(2) Elect and change the directors and supervisors who are not employees' representatives and decide upon the remunerations of directors and supervisors;

(3) Examine and approve the report of the board of directors;

(4) Examine and approve the report of supervisory committee or supervisor;

(5) Examine and approve JVC's annual plans for financial budget and final accounting;

(6) Examine and approve JVC's plan for profit distribution and plan for making up losses;

(7) Adopt a resolution on the increase or decrease of the JVC's registered capital;

(8) Adopt a resolution on the issue of corporate bonds;

(9) Adopt a resolution on JVC's merger, division, dissolution, liquidation or change of form of organization;

(10) Amend JVC's articles of association;

(11) Other functions and powers as specified in the articles of association.

Article 19 The board of directors is composed of five directors, including one board chairman (appointed by Party A) and four directors, of whom one is appointed by Party A and four by Party B. The term of office of each director is three years.

The JVC has no supervisory committee, but has two supervisors. Each party shall appoint one supervisor. The term of office of each supervisor is three years and he may serve consecutive terms if re-appointed.

If supervisors are not re-elected in time upon expiry of supervisors' term of office or supervisors resign within their term of office and as a result, the JVC has no supervisors, original supervisors shall still perform their supervisory duties in accordance with laws, administrative regulations and articles of association before re-elected supervisors take office. Any of directors and senior management personnel shall not concurrently serve the post of supervisor.

The supervisors of the JVC exercise the following functions and powers:

(1) Check JVC's financial affairs;

(2) Supervise the duty performance of directors and senior management personnel and advise on the dismissal of the directors and senior management personnel that violate laws, administrative regulations, articles of association or board resolutions;

(3) When the acts of directors and senior management personnel damage JVC's interests, request them to make corrections;

(4) Institute lawsuits against directors and senior management personnel in accordance with laws.

Supervisors may attend a board meeting as non-voting delegates and put forth queries or advices on the matters resolved by the board of directors. When supervisors find that JVC's business operations are abnormal, they may make investigation; if necessary, they ma engage an accounting firm, etc to assist in their work, with expenses borne by the JVC.

The expenses incurred by supervisors in exercising their functions and powers shall be borne by the JVC.

Article 20 The board of directors is the highest authority of the JVC and decides on all the major issues of the JVC. The following major issues shall be unanimously passed by all the directors present at the board meetings:

(1) Amendment of JVC's contract and articles of association;

(2) Termination and dissolution of the JVC;

(3) Increase and transfer of JVC's registered capital;

(4) Merger of the JVC with other economic entity;

(5) Establishment and cancellation of branches;

(6) Appointment, dismissal and salary and welfare treatments of JVC's general manager and deputy general managers.

Other matters shall be passed by above 2/3 of all the directors present at board meetings: Development of JVC's new products;

JVC's operation and management plan;

Appointment of JVC's officers, salaries, welfares, labor insurance, etc for employees, allocation percentages and use direction of various types of funds;

Other related matters. Article 21 Board chairman is the legal representative of the JVC. Should board chairman be unable to perform his duties for any reason, he may temporarily authorize another director as his representative by a written power of attorney.

Article 22 Board meetings shall be convened at least once per annum. Board meetings shall be called and presided over by board chairman. Board chairman may convene a temporary board meeting if so proposed by above 1/3 of the directors. Minutes of meeting shall be signed by the directors present at the meeting and then archived.

Article 23 A board meeting shall be attended by above 2/3 of all the directors. Should any director be unable to attend the board meeting for any reason, he may authorize another person by a proxy to vote on his behalf. If any director neither attends nor authorizes another person to attend the meeting, he shall be deemed as abstaining.

Article 24 Board meetings are normally held in the place where JVC's legal address is located and if necessary, may be held outside of China.

Article 25 In case the graft or serious dereliction of duty by any director causes economic losses to the JVC, he shall bear economic responsibility and corresponding legal responsibility.

Chapter 9 Operation and Management Organization

Article 26 The JVC shall establish an operation and management organization at its legal address. The operation and management organization shall have one general manager, who shall be appointed by the board chairman. The term of office of general manager is four years and he may serve consecutive terms if re- appointed.

Article 27 General manager is directly accountable to board chairman and responsible for executing the board resolutions and organizing and leading the daily operation and management of the JVC.

Depending on business needs, operation and management organization may have several department managers, who handle the matters assigned by general manager and is accountable to general manager.

Article 28 General manager shall not participate in the business activities of the other economic entities in the same industry that are competitive with the JVC. In case of graft or serious dereliction of duty on the part of general manager and other senior management personnel, the board of directors may resolve to dismiss them at any time. If they cause economic losses to the JVC, they shall bear economic responsibility and corresponding legal responsibility. If general manager or any of other officers resigns, he shall submit a written resignation report to the board of directors sixty days in advance.

Chapter 10 Purchase of Goods

Article 29 The equipment, vehicles, office supplies, etc required by the JVC shall be purchased with China market as the first choice, subject to the mutual agreement of both parties.

Chapter 11 Labor Management

Article 30 A labor contract covering the employment, dismissal, salaries, labor insurance, endowment insurance, medical insurance, job-waiting compensation, production welfare, reward, penalty, etc concerning the employees of the JVC shall be drawn up by the board of directors of the JVC in accordance with the "Regulations of the People's Republic of China on Labor Management of Sino-foreign Contractual Joint Ventures" and its implementation rules.

Article 31 The appointment of senior management personnel of the JVC, along with their salaries, social insurances, welfare, standard of traveling expenses, etc, shall be decided by general manager.

Chapter 12 Taxation, Finance, Audit, Statistics and Environmental Protection

Article 32 The JVC shall pay various kinds of taxes and enjoy various kinds of preferential treatments in accordance with the relevant laws of the People's Republic of China.

Article 33 The employees of the JVC shall pay individual income tax or individual income adjustment tax in accordance with the relevant tax law of the People's Republic of China.

Article 34 Reserve funds, expansion fund as well as welfare funds and bonuses for employees shall be set aside by the JVC in accordance with the provisions of the "Law of the People's Republic of China on Sino-foreign Contractual Joint Ventures". Annual percentage of allocation shall be no less than 15% according to state regulations and be decided by the board of directors according to JVC's business situation.

Article 35 The JVC shall set up an accounting institution at its legal address, arrange accounting personnel and determine its financial system in accordance with the "Regulations of the People's Republic of China on the Financial and Accounting Systems of Sino-foreign Contractual Joint Ventures".

Article 36 The fiscal year of the JVC shall be a calendar year, i.e. from January 1 to December 31. All bookkeeping vouchers, documents, statements and account books shall be written in Chinese.

Article 37 The JVC adopts the internationally accepted accrual basis and debit-credit bookkeeping approach for bookkeeping. At the end of each month, the JVC shall prepare a financial report (income statement and balance sheet) and submit it to the board of directors for examination before the 20th day of next month.

Article 38 An accountant registered in China shall be engaged to perform the financial audit of the JVC and the audit result shall be reported to the board of directors and general manager.

Either party may engage an auditor to perform an annual financial audit. The JVC shall not withhold its consent and all the expenses thus incurred by the JVC shall be borne by the engaging party.

Article 39 In the first three months of each business year, general manager shall organize to prepare the balance sheet, income statement and profit distribution plan for the previous year, which shall be submitted to the board meeting for examination and approval.

Article 40 The JVC shall timely and accurately submit monthly, quarterly and annual statistical statements to the examination and approval authority and statistical department in accordance with the "Statistical Law of the People's Republic of China" and the statistical regulations on use of foreign capital established by the National Bureau of Statistics and the Ministry of Foreign Trade and Economic Cooperation.

Article 41 All foreign exchange issues of the JVC shall be handled in conformity with the regulations of the People's Republic of China on foreign exchange control.

Article 42 The JVC shall undertake the obligations and responsibilities concerning environmental protection and carry out the measures for preventing and controlling environment pollution in accordance with the provisions of the "Environmental Protection Law of the People's Republic of China".

Chapter 13 Duration

Article 43 The duration of the JVC is 50 years, counted from the date when the business license is issued to the JVC.

Article 44 A written application for the extension of the duration, which is unanimously agreed upon by the three parties and approved by the board of directors, shall be

submitted to the original examination and approval authority six months prior to the expiry date of the JVC. After such application is approved, the duration may be extended and it is required to register the changes with the original registration authority.

Chapter 14 Disposal of Properties after the Expiration of the Duration

Article 45 Upon expiration of the duration or premature termination of this Contract, the JVC shall be liquidated in accordance with the "Liquidation Regulations of Shanghai for Foreign-invested Enterprises", if resolved by the board of directors and approved by the original examination and approval authority. The properties following liquidation shall be distributed between both parties in proportion to their respective capital contributions after all taxes are paid up and all debts are cleared off.

Article 46 Upon expiry or premature termination of the JVC, the board of directors shall set up a liquidation committee and put forth the liquidation procedures and principles in accordance with law. The liquidation committee shall check up all the properties, claims and debts of the JVC, prepare balance sheet and an inventory of properties and implement liquidation on the basis of market value. Result of liquidation shall be submitted to the board of directors for approval.

Article 47 During liquidation, the liquidation committee shall bring prosecutions or respond to prosecutions on behalf of the JVC.

Article 48 The liquidation expenses and the remunerations of the members of liquidation committee shall be first paid from the remaining assets of the JVC. Except for the properties used as a guarantee for JVC's debts, the order of payment is as follows:

1. Salaries of employees;

2. Social insurance expenses owed to employees;

3. Overdue taxes;

4. Other debts.

If the remaining properties after liquidation cannot meet the payment requirement in the foregoing order, payment shall be made on a pro-rated basis.

Article 49 After liquidation, the JVC shall submit a report to the examination and approval authority, go through deregistration procedures and return the business license.

Chapter 15 Insurance

Article 50 The insurances of the JVC shall be underwritten with an insurance company in China. Types, values and terms of insurances shall be decided by the board of directors of the JVC in accordance with the regulations of a Chinese insurance company.

Chapter 16 Amendment, Modification and Termination

Article 51 No amendment or modification of this Contract shall be effective except with a written instrument signed by both parties and approved by the original examination and approval authority.

Article 52 In case of inability to perform this Contract due to an event of force majeure, or to continue operations due to losses in successive years, the duration of the JVC and this Contract may be prematurely terminated if unanimously approved by the board of directors and approved by the original examination and approval authority

Article 53 Should the JVC be unable to continue its operations or achieve the purpose of business as stipulated in this Contract due to the fact that either party fails to perform the obligations under this Contract and articles of association, or seriously violates the provisions of this Contract and articles of association, such party shall be deemed unilaterally terminating this Contract. In addition to a claim of damages against the defaulting party, the non-defaulting party shall have the right to terminate this Contract upon approval of the original examination and approval authority. In case each party agrees to continue operations, the defaulting party shall be liable for the economic losses thus caused to the JVC.

Chapter 17 Defaulting Liability

Article 54 Should either party fail to pay its capital contribution on time and in full pursuant to the provisions of Chapter 5, the defaulting party shall pay to the non-defaulting party a penalty at a monthly rate of 1% of its capital contribution starting from the first month after exceeding the time limit. Should such failure continue for a period of three months, in addition to a cumulative penalty of 3% of its capital contribution, the non-defaulting party is entitled to terminate this Contract and to claim damages against the defaulting party pursuant to the provisions of Article 53 hereof.

Article 55 Should the performance of this Contract or any of its annexes be prevented in whole or in part owing to the fault of either party, the faulty party shall bear the defaulting liability. In case of the fault on the part of both parties, they shall bear their respective defaulting liabilities according to actual situations.

Chapter 18 Force Majeure

Article 56 Should either party to this Contract be prevented from performing this Contract by events of force majeure, such as earthquake, typhoon, flood, war and other unforeseeable events, whose happening and consequences are unpreventable or unavoidable, the prevented party shall, without any delay, notify the other party by cable of such event, and within 15 days thereafter, provide the detailed information of such event and a valid document for evidence issued by the relevant public notary organization for explaining the reason for its failure to perform this Contract in whole or in part or its delay in performing this Contract. Both parties shall, through consultations, decide whether to terminate this Contract or to exempt the part of the obligations under this Contract or to delay the performance of this Contract depending on the effect of such event upon the performance of this Contract.

Chapter 19 Applicable Law

Article 57 The formation, validity, interpretation and performance of, and resolution of disputes in connection with, this Contract shall be governed by the laws of the People's Republic of China.

Chapter 20 Dispute Resolution

Article 58 Any dispute arising from the performance of or in connection with this Contract shall be resolved by both parties through friendly consultations or mediation. In case no resolution can be reached, such dispute shall be referred to China International Economic and Trade Arbitration Commission Shanghai Sub-commission ("CIETAC") for arbitration. The arbitral award shall be final and binding upon both parties. Both parties shall execute the award and arbitration expenses shall be borne by the losing party.

Article 59 In the course of arbitration, both parties shall continue to perform this Contract except for the portion relating to the dispute.

Chapter 21 Language

Article 60 This Contract shall be written in Chinese language.

Chapter 22 Effectiveness and Miscellaneous

Article 61 The auxiliary documents concluded on the basis of the principles determined in this Contract, including name list of the members of the JVC's board of directors , JVC's articles of association, etc, are made an integral part of this Contract. In case of any discrepancy between the said auxiliary documents and this Contract, this Contract shall prevail.

Article 62 This Contract and its annexes shall become effective as of the date of approval by the examination and approval authority entrusted by the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China.

Article 63 Should notices in connection with the rights and obligations of both parties be sent by either party by cable or telex, the notices by written letter shall be followed. The legal addresses of both parties as listed in this Contract shall be their respective addresses receiving notices.

Article 64 This Contract is signed by the duly authorized representatives of both parties in Songjiang District, Shanghai on , 2007.

Party A: China Electric Equipment Group Co., Ltd. (Seal) Legal representative (signature): Lu Tingxiu

Party B: China Sunergy Co., Ltd. Legal representative (signature): /s/ Lu Tingxiu

12 Exhibit 4.51

English Translation

State-owned Land Use Right Transfer Agreement

Both parties to this Contract: Transferor ("Party A"): China Electric Equipment Group Corporation

Transferee ("Party B"): CEEG (Nanjing) PV-tech Co., Ltd.

In accordance with the "Law of the People's Republic of China on Administration of the Urban Real Estate", "Interim Regulations of the People's Republic of China concerning the Grant and Transfer of the Use Right of the State-Owned Land in the Urban Areas" and other laws and regulations, both parties, abiding by the principle of free will, mutual benefit, fairness and honesty and through negotiations, hereby enter into this Contract with respect to the transfer of state- owned land use right for mutual compliant.

Article 1 The land plot transferred by Party A to Party B is located south to West Focheng Road and east to Yinlong Road in Jiangning Economic and Technological Development Zone. Its cadastre number is 21-100-146-003; its area is 26433.47m2; purpose of use is industry; number of land use certificate is N.J.G.Y. (2005) No.10121. The area of the land whose use right to be transferred is 26433.47m2 . The transfer of land use right under this Contract has been approved by the competent authority according to regulations. The scope of transfer has been confirmed by both parties (refer to attached illustration).

Article 2 The title of the buildings and other attachments on the land plot transferred by Party A to Party B will also be transferred to Party B.

Article 3 The term of the land use right of the land plot transferred to Party B under this Contract is equal to the term specified in original grant contract (N.G.T.R.H (2003) No.429) minus the term already used.

Article 4 The transfer price of land use right is RMB 320.01/m2. Total price (in words) is RMB eight million four hundred and fifty-eight thousand nine hundred and seventy-five.

Article 5 When Party A transfers the land use right under this Contract, the rights and obligations as set forth in the original grant contract, all annexes thereto and registration documents will also be transferred.

Article 6 Party B agrees to pay land use premium pursuant to relevant regulations within the transfer term of this land plot.

Article 7 Party A and Party B shall pay relevant taxes and fees pursuant to relevant regulations.

Article 8 After the transfer of the land use right of the land plot under this Contract,

Party B shall fully comply with the land use conditions as specified in the grant contract and shall not modify the original land use purpose and planning requirements. Any modification shall be subject to the approvals of the state-owned land administration and planning authorities of the municipality.

Article 9 Party A and Party B shall, within thirty days after signing this Contract, go through the change registration of land use right with Nanjing Municipal Administration of State-owned Land and Resources.

Article 10 Defaulting liability (1) If Party A fails to fulfill this Contract, Party A shall refund deposit to Party B on a double basis;

(2) If Party B fails to fulfill this Contract, Party B's deposit will be forfeited;

(3) If either party violates this Contract, it shall pay to the other party a penalty at % of the total transfer price.

Article 11 Both parties shall carefully perform the terms of this Contract. Any dispute as may arise shall be resolved by both parties through consultation. In case no resolution can be reached, either party may refer such dispute to an arbitration agency for arbitration or bring a lawsuit to the people's court of competent jurisdiction.

Article 12 After this Contract is signed and sealed by both parties, it shall be filed with Nanjing Jiangning District Land Market Management Office.

Article 13 This Contract is executed in six counterparts, two for each party hereto, one for Nanjing Jiangning District Administration of State-owned Land and Resources and one for Nanjing Jiangning District Land Market Management Office.

Article 14 Execution date of this Contract is July 23, 2007.

Article 15 Execution place of this Contract is Jiangning, Nanjing.

Article 16 Miscellaneous:

Party A (seal): China Electric Equipment Group Co., Ltd. (Seal) Party B (seal): CEEG (Nanjing) PV-tech Co., Ltd. Legal representative (seal): Lu Tingxiu (Seal) Legal representative (seal): Lu Tingxiu (Seal) Bank account No.: Bank account No.: Legal address: 88 Shengtai Road, Jiangning Economic and Technological Legal address: 88 Shengtai Road, Jiangning Economic and Technological Development Zone Development Zone Authorized representative (seal): /s/ Zhu Ruizhang Authorized representative (seal):/s/ Zhu Ruizhang

2 Exhibit 4.52

English Translation

Form of Equipment Purchase Contract

Contract No.: Signing place: Jiangning District, Nanjing Signing date: December 14, 2007

Seller: China Electric Equipment Group Co., Ltd. Address: Postal Code: 211100 Tel: 025-52095911 Fax: 025-52095912

Buyer: CEEG (Nanjing) PV-Tech Co., Ltd. Address: No. 123, West Focheng Road, Jiangning Economic & Technical Development Zone, Nanjing Postal Code: 211100 Tel: 025-52766763 Fax: 025-52766882

Pursuant to the Contract Law of the People's Republic of China and on the basis of friendly consultation, the Buyer and the Seller hereby enter into this Contract, on and subject to the terms and conditions as set forth below.

1. Name of equipment

2. Packaging and Transportation The Seller is responsible for delivery and freight of the equipments with the package in conformity with the requirements of long-distance motor vehicle transportation.

3. Quality and Technical Standards The quality of product shall be in conformity with the regulations of national standards, trade standards ( ), annexes of quality and technique, and quality specifications.

4. Installation Requirements of Equipment 4.1 General installation requirements: refer to technical annex. (1) A special technical person as on-site representative shall be designated by the Seller to perform the technical services of the adjustment (including functional test and check verification), production operation, production process, maintenance and other responsibilities and obligations borne by the Seller as stipulated in the Contract.

(2) The on-site personnel of the Seller, whose expenses of board and lodging shall be borne by the Seller itself, shall comply with the rules and regulations of the Buyer.

(3) Technical training: the Seller is responsible to provide operation training, repair training and equipment maintenance training free of charge for the operating, repairing personnel and relevant process technical personnel of the Buyer in order to make them grasp all applied techniques and normally use, repair and maintain equipments.

5. Terms of Payment 5.1 The Buyer shall pay 90% of total price within two months after the products pass the pre-acceptance of the Seller and 10% as quality assurance deposit paid before December 31 2008.

5.2 The full-amount VAT invoice must be issued in time by the Seller and submitted to the Buyer for settlement.

6. Term and Place of Delivery 6.1 Date of Delivery: the Seller shall complete the production before February 5, 2008 and deliver upon the notice of the Buyer.

6.2 Place of Delivery: No. 123, West Focheng Road, Jiangning Economic & Technical Development Zone, Nanjing.

6.3 The Seller shall deliver the equipments to the Buyer with spare parts and accessories, qualification certificate, quality specification, drawings, technical specification, inspection report, quality assurance certificate, etc.

7. Quality Inspection 7.1 Inspection standard: the inspection complies with the standards stipulated in Article 3 herein and the inspection results of the Buyer shall be final. Before delivery the Buyer delegate engineers to make co-inspection with the Seller.

7.2 The quality warranty period of the products hereunder lasts for five years.

7.3 Intellectual Property Rights: the Seller guarantees no right defects in any part of the products.

8. Quality warranty 8.1 The Seller shall be responsible for the adjustment, inspection and relevant technical instructions in order to assure the normal operation of equipments.

8.2 The products hereunder are assured by guarantee of repair; replacement and refund of substandard products in the quality warranty period. In case of any defects in the period, the Seller designates personnel to the site for repair and maintenance within 24 hours after receiving the notice of the Buyer, however, if the Seller fails to repair over expiration, the Buyer is entitled to entrust a third party to repair with the expenses borne by the Seller.

8.3 After the quality warranty period the Seller shall still provide the services of maintenance and repair with the charge of relevant costs and expenses with standards floating downward for preferences by the Seller.

9. Defaulting Liabilities 9.1 In the event that the Seller fails to deliver goods or complete installation and commissioning on time, the Seller shall pay the penalty at 0.1% of the total price per day and compensates for any other losses caused therefrom.

9.2 In case that the quality of products delivered by the Seller fails to meet the quality inspection standards stipulated in Article 7.1 herein, even after repair, return and exchange, the Buyer shall be entitled to terminate the contract therefore. The Seller shall return all the amounts paid by the Buyer within 3 days from the date of notice of termination issued by the Buyer and compensate for all the losses of the Buyer resulting from the failure.

9.3 Within the quality warranty period, in case that the Seller fails to perform its repair obligation after receiving the repair notice from the Buyer, the Seller may deduct quality assurance security at RMB100 for each day of delay and compensate for all the losses of the Buyer. When the Seller fails to perform obligations over 30 days or repair the equipment to normal condition within 30 days from receiving the notice of the Buyer, the Buyer shall be entitled to engage a third party to make repairs at the expense of the Seller.

10. Transfer of Contract Neither party may transfer all or part of its rights and obligations under this Contract without the prior written consent of the other party.

11. Confidentiality Any and all the terms and conditions of this Contract and relevant supplementary agreements shall be keep confidential by both parties and their employees, agents and representatives and may not be disclosed to any individual or entity without the written consent of the other party.

12. Force Majeure During the term of Contract, if this Contract is prevented from being performed due to earthquake, flood, riot and other reasons of force majeure, the prevented party shall give notice in time to the other party and submit certificates or documents issued by government or relevant authorities within 7 days and both parties may negotiate to terminate the contract or other relevant issues, but the Seller shall not be relieved from responsibility if force majeure occurs after the Seller delays the performance of this Contract.

13. No corruption provision 13.1 It is considered as the infringement on the interests of the Buyer if the Seller 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 otherwise forms to the Buyer as well as its staff or the Seller and its staff enter into, whether in the name of the company or an individual, any transaction similar to that contemplated

hereunder with any employee of the Buyer or any third party introduced by any employee of the Buyer. The Seller shall compensate as much as twice of the direct or indirect losses incurred by the Buyer by such reason, as well as the liquidated damages amounting to 20% of the total amount of this Contract per breach (up to RMB 500,000).

The Buyer is entitled to stop paying due accounts payable and reserve the right of claim for legal responsibility of the Seller.

13.2 Reporting method of corruption: Attorney Xu Chang Ming, tel.: 13851647666, email:[email protected].

14. Penalty of Commercial Fraud The Seller shall pay 20% of contract price as penalty to the Buyer if the Seller deceives the Buyer or end-user by violating the principle of good faith and credit to provide the Buyer false registration information, qualification certificate or disguised facts. This Article shall not preclude the liabilities of breach undertaken by either party according to other provisions hereunder.

15. Dispute Resolution Any dispute resulting from the validity or performance of this Contract shall be resolved by both parties through friendly consultation. In case no resolution can be reached, such dispute shall be submitted to the people's court of first instance having competent jurisdiction in the place where the Buyer is domiciled. The expenses in connection with litigations (including fees of attorney, travel expenses, notarization fees, legal costs, etc) shall be borne by the defaulting party.

16. Effectiveness and miscellaneous 16.1 This Contract shall come into effect upon signature and seal of the parties. If the Contract has more than one page, then each page should be sealed on the perforation. (The quotation of the Seller, construction drawings confirmed by the Buyer, performance standards of equipment, etc are annexed to the master contract and made a valid part of the main contract. In case of any discrepancy between annexes and main contract, the main contract shall prevail.)

16.2 This Contract is executed in quadruplicate with the same legal effect, with each of the parties hereto holding two; each party shall send the original copy to the other party within 3 working days upon execution. The copy delivered through telefax shall be as valid as the original.

Seller: China Electric Equipment Group Corporation (seal) Authorized representative: /s/ Date: Buyer: CEEG (Nanjing) PV-Tech Co., Ltd. (seal) Authorized representative: Date:

Schedule

Contract No. Address Name of Equipment Quality and Technical Standards CG220070337 No. 6, Shuige Road, Jiangning Development Zone, See table 1 below GB6450-1986 Dry-type Power Transformer, GB/T10228-1997 Nanjing Technical Parameters and Requirements of Dry-type Power Transformer CG220070338 188 Zhongdian Avenue, Yangzhong, Jiangsu See table 2 below N/A

Table 1

Item Trademark Specification Quantity Unit Unit Price (¥) Amount (¥) Transformer CEEG SCRB10-1000/10 2 set 203520 407040 Transformer CEEG SCRB10-2000/10 2 set 359480 718960

Total amount: (in words ) RMB one million one hundred and twenty six thousand ¥1,126,000

Note:

1. The price includes value added tax (17%), freight, etc with installation instruction free of charge.

2. The configuration of transformer includes main body, temperature controller, fan, and stainless steel cover.

3. The technical parameters of transformer: high-voltage tapping range: ±2×2.5%, Ud=6%, coupling group: Dynll, cover height: 2.2 meters.

Table 2

Item Trademark Specification Quantity Unit Unit Price (¥) Amount (¥) High-voltage Switch Cabinet CEEG See Annex I

Total amount: (in words ) RMB four million two hundred and sixty thousand ¥4,260,000 Note:

1. The price includes value added tax (17%), freight, etc with installation instruction free of charge.

5 Exhibit 4.53 English Translation

No.:

Form of Guarantee Contract

Bank of Communications, Nanjing Branch Published in October 2007

No.:

Guarantee Contract

Important

The Guarantor is advised to read carefully the entire text of this Contract, especially those provisions marked with pp. Please do not hesitate to contact the Creditor for explanation to any questions that arise.

Guarantor: China Electric Equipment Group Co., Ltd. Legal Representative (Responsible Person): Lu Tingxiu Credentials Type: Credentials No.: Legal (Residential) Address: Correspondence Address: Post Code: Tel.:

Creditor: Bank of Communications, Nanjing Branch Responsible Person: Zhu Hexin Correspondence Address: 124 Zhongshan North Road, Nanjing

WHEREAS, CEEG (Nanjing) PV-Tech Co., Ltd. (hereinafter referred to as "the Debtor") and the Creditor have entered into the Loan Contract (No. ) (hereinafter referred to as "the Main Contract"), the Guarantor agrees to provide its guarantee over the Creditor's right under the Main Contract.

This Contract is entered into between the Guarantor and the Creditor after negotiation to clarify their respective rights and obligations.

Article 1 Creditor's Right to be Secured The Guarantor shall secure the Creditor's right over the principal under the Main Contract: RMB (currency) (amount in word). Other detailed stipulations shall refer to the Main Contract.

Article 2 Obligations of Guarantee 2.1 The guarantee under this Contract represents a joint and several liability.

2.2 The scope of the guarantee covers the principal, interest, compound interest, penalty interest, default penalty, damages and expenses involved in exercising the Creditor's right under the Main Contract. The expenses for exercising the Creditor's right include but are not limited to collection expenses, litigation fee (or arbitration fee), preservation fee, notice charge, execution fee, attorney's fee, travel expenses and other expenses.

2.3 The term of guarantee shall be two years commencing from the expiration of the indebtedness performance period (the date of prepayment by the Creditor under the bank acceptance bill / letter of credit / letter of guarantee / standby letter of credit).

In case the Debtor is to fulfill his repayment obligation in installments under the Main Contract, the term of guarantee shall cover repayment obligation of each specific installment, which shall commence from the maturity date of each repayment installment (the date of prepayment by the Creditor) and expire two years after the maturity date of the last installment of repayment (the date of prepayment by the Creditor).

If the Creditor accelerates the maturity of all debts under the Main Contract, the early maturity date prescribed by the Creditor shall be the maturity date of indebtedness performance.

pp2.4 In accordance with Article V of the Security Law of the People's Republic of China, both parties to this Contract enters into the following special agreement: the effectiveness of this Contract shall be independent from that of the Main Contract, and the invalidity of the Main Contract or its related provision(s) shall not affect the validity of this Contract. The Guarantor shall undertake a joint and several liability for repayment or indemnity when Main Contract becomes invalid. ppArticle 3 Representations and Warranties by the Guarantor 3.1 The Guarantor has capacity for civil rights and full capacity for civil action (in the event the Guarantor is a natural person) / the Guarantor is duly incorporated and existing with a full capacity to exercise all essential rights (in the event the Guarantor is a non-natural person), perform in his own name obligations under this Contract, and undertake civil responsibilities.

3.2 It is the true will of the Guarantor to sign and perform this Contract, and the Guarantor has obtained all the required consent, approval and authorization. There should not be any legal mistake.

3.3 All the documents, materials and information provided by the Guarantor to the Creditor in the course of execution and performance of this Contract are authentic, accurate, complete and valid.

ppArticle 4 Obligation of Guarantor 4.1 If the Debtor fails to repay in full as scheduled all or part of the loan, financing payment principal or the prepayment made by the Creditor or corresponding interest, the Guarantor shall unconditionally and immediately pay the Creditor all the overdue amounts for the Debtor.

The Guarantor agrees that in the event the Main Contract is also secured by mortgage or pledge provided by the Debtor or any third party, the Creditor is entitled to decide, in its sole discretion, the order of exercising the rights. The Creditor is entitled to require the Guarantor to pay all the overdue amounts for the Debtor immediately instead of exercising the security interest first. In the event the Creditor waive the security interest or its synposition or change the security interest, the Guarantor shall still be liable for the guarantee responsibility in accordance with this Contract and may not be exempt from any responsibility.

4.2 The Guarantor shall assist the Creditor in the supervision and inspection of the former's income and credit status (in the event the Guarantor is a natural person) / business operation and financial status (in the event the Guarantor is a non-natural person); it shall also provide, upon request by the Creditor, all the financial statements, other materials and information and ensure that the documents, materials and information provided are authentic, complete and accurate.

4.3 The Guarantor shall give the Creditor a written notice thirty days in advance in case of any of the followings, and shall not take the following actions before the Creditor's right under the Main Contract is totally enforced unless otherwise consented in writing by the Creditor: (1) Sale, disposal as a gift, lease, loan, transfer, mortgage, hypothecation or disposal in some other manner of the major property, or all or most of the property;

(2) Major change in the business operation or the corporate structure, including but not limited to contracting, leasing, joint venture, incorporation reform, shareholding reform, sale of enterprise, merger (acquisition), joint operation (cooperation), divestiture, subsidiary formation, property transfer, and capital reduction.

4.4 The Guarantor shall give a written notice to the Creditor within seven days when any of the followings occurs: (1) Amendment to Articles of Association; changes in business registration such as name of enterprise, legal representative, location, correspondence address or business scope; or decisions which greatly affect financial affairs or human resources;

(2) Intention to apply for bankruptcy, or that the Creditor may or has applied for bankruptcy of the Debtor;

(3) Being involved in major legal action, arbitration or administrative measures, or that property preservation or other coercive judicial measures have been taken on the principal property;

(4) The Debtor provides guarantee for a third party, resulting in materially adverse consequences on his economic condition, financial situation or his ability to perform this Contract;

(5) Entering into a contract that is of a material impact on his business operation and financial status;

(6) Cessation of production, going out of business, dissolution of business, suspension of business for regulatory measures, cancellation of business registration or revocation of business license;

(7) Activity/activities illegal or breaching applicable stock exchange rules found with the Guarantor or its legal representative (responsible person) or any of the major managerial staff;

(8) Serious difficulties in business, deterioration of financial situation or any other events that adversely affect the Guarantor in his normal business operation, financial status or repayment ability or economic condition;

(9) Job or income of the Guarantor is materially changed or change of contact information such as domicile (in the event the Guarantor is a natural person).

4.5 Before the Debtor has fulfilled all its obligation to repay the Creditor as specified in the Main Contract, the Guarantor shall not exercise his right of recourse on the Debtor or any other guarantors granted by this Contract.

4.6 The Guarantor shall still undertake the joint and several liability for the said guarantee if the Creditor and the Debtor amend the Main Contract. However, the Guarantor shall only undertake its obligation of guarantee in accordance with the original amount, currency, interest rate and term unless the Guarantor agrees in written consent to increase the amount, change the currency, increase the interest rate for a non-legal reason, or extend the term of repayment. ppArticle 5 Agreement on Collection 5.1 The Guarantor authorizes the Creditor to deduct from the balance in any of his deposit accounts at the Bank of Communications the overdue amount by the Debtor or the Guarantor for repayment.

5.2 After that, the Creditor shall inform the Guarantor of the account number involved in such collection, the reference number of the Main Contract, the reference number of the Contract of Guarantee, the amount deducted, and the balance of debt.

5.3 If the collected amount is found to be insufficient to repay all the debts, it shall be used first to cover the overdue fees, then to cover the following fees: (1) Should the delay in repayment for the principal and interest last less than 90 days, the balance after the deduction shall be used to repay the interest or penalty interest or compound interest due, and then the outstanding principal for loans (except personal loans) or business financing (except outward factoring); Should the delay in repayment for the principal or the interest exceed 90 days, the balance after the deduction shall be used first to repay the principal outstanding prior to the interest or penalty interest or compound interest due.

(2) The balance after the deduction shall be used first to repay the principal outstanding prior to the interest or penalty interest or compound interest due under the bank acceptance bill, letter of credit, letter of guarantee and outward factoring.

(3) The order of debt repayment under personal loan business shall be in accordance with the agreement in the Main Contract.

5.4 Should the currency of the amount deducted be different from that of the debt to be repaid, the exchange rate as promulgated by the Bank of Communications upon the time of deduction shall form the basis of conversion.

Article 6 Dispute Resolution Any dispute arising from this Contract should be resolved by legal action at the court of a local jurisdiction where the Creditor is located. During the course of dispute, the parties concerned shall continue to perform the terms that are not involved in the dispute.

Article 7 Miscellaneous pp 7.1 The Creditor shall have the right to report to the relevant authority and make it public in the mass media if the Guarantor dodges the supervision by the Creditor, delays repayment of debt under guarantee, or intentionally evades the debt.

7.2 The Guarantor has read carefully the Main Contract, and has confirmed and accepted all the provisions therein.

7.3 This Contract shall come into effect upon the satisfaction of the following conditions: (1) the signature (or seal) by the legal representatives (responsible persons) or authorized representatives of the Guarantor, with official seals affixed hereto; in the event the Guarantor is a natural person, the signature of the Guarantor; and (2) the signature (or seal) by the responsible persons or authorized representatives of the Creditor, with official seals affixed hereto.

7.4 This Contract is executed in original counterparts. Each of the Guarantor, the Creditor and the Debtor shall hold one counterpart.

Article 8 Other Items Agreed On pp 8.1 During the period of execution of this Contract, the relationship between the Debtor and the Guarantor is the second of the following relations: (1) The Borrower is the shareholder or actual controller of the Guarantor as defined by Company Law (2) The Borrower is not the shareholder nor actual controller of the Guarantor and doesn't plan to be its shareholder or actual controller. pp8.2 (No text below)

The Guarantor has read all the above provisions; the Creditor has made the corresponding explanations in response to the request by the Guarantor; and the Guarantor has no objection to all the particulars of this Contract.

Guarantor (Seal/Signature) Creditor (Seal) Legal Representative Responsible Person or (Responsible Person) or Authorized Representative Authorized Representative (Signature/Seal) (Signature/Seal) Lu Tingxiu (Seal) Liu Shuanxing (Seal) Date Signed: Date Signed:

Ref. of the

Loan Copies of Date of

No. Ref. Contract Amount Originals Agreement 1 1071089 1071089 RMB forty December 28, N/A million 2007 2 1080025 1080025 RMB forty January 4, N/A million 2008

8 Exhibit 4.54 English Translation

Contract No.: (2008) Ning Yin Xin Zi No.

Comprehensive Credit Granting Contract

China CITIC Bank

Comprehensive Credit Granting Contract

Credit Grantee: CEEG (Nanjing) PV-Tech Co., Ltd. ("Party A") Address: No. 123, West Focheng Road, Jiangning Economic & Technical Development Zone, Nanjing Post Code: 211100 Tel.: 025-52766898 Fax: 025-52766896 Legal Representative: Lu Tingxiu Opening Bank and Account: 732161018210008151 Credit Grantor: China CITIC Bank Co., Ltd. Nanjing Branch ("Party B") Address: No. 348, Zhong Shan Road, Nanjing Post Code: 210008 Tel.: 83799186 Fax: 83799000 Legal Representative/Responsible Person: Jiao Shijing Signing place: Nanjing Signing date: January 9, 2008

In accordance with the Law of the People's Republic of China on Commercial Banks, the Contract Law of the People's Republic of China and relevant laws and regulations, Party A and Party B, abiding by the principle of credibility, equality and free will and through consultation, hereby enter into this Contract.

Article 1 Definitions Except as otherwise specifically provided for herein, the following terms shall have the meanings below: "Comprehensive Credit Granting": means the credit granted by Party B to Party A, including one or more business types such as RMB or foreign currency working capital loan, issuing bank's acceptance bill, discount of bill, issuing letter of credit, packing loan, inward documentary bills, outward documentary bills, issuing letter of guarantee or other business types recognized by Party B.

"Comprehensive Credit Line": means the maximum amount of credit balance Party B grants to Party A.

"Credit Balance": means the aggregate amount of the principal of the debt that arise from the use by Party A of Comprehensive Credit Line and are not repaid yet under this Contract. For issuing bank's acceptance bill, it means the total amount of draft

opened and unpaid by Party B according to this Contract; for issuing letter of credit, it means the total amount of letter of credit opened and unpaid by Party B according to this Contract; for issuing letter of guarantee, it means the total amount of letter of guarantee opened and unpaid by Party B according to this Contract.

Article 2 Credit Line and Type of Comprehensive Credit Granting 2.1 The Comprehensive Credit Line may be applied for by Party A from Party B during the credit granting period stipulated in this Contract is: (in words) RMB one hundred and fifty million only, (in figures) RMB 150,000,000.

2.2 The Comprehensive Credit Line under this Contract can be used for one or more business types: loan, acceptance of bills, discount of bill, issuing letter of credit, packing loan, inward documentary bills, outward documentary bills, issuing letter of guarantee or other credit granting business types recognized by Party B.

2.3 The detailed business type, line, period, purpose, etc. of the above Comprehensive Credit Line applied by Party A shall be subject to the stipulations of specific business contract concluded by both parties under this Contract. Party B only performs loan release and other corresponding obligations according to the stipulations of specific business contract concluded by both parties under this Contract.

Article 3 Use of Comprehensive Credit Line 3.1 The term of the Comprehensive Credit Line stipulated herein shall be one year from 2008 to 2009.

3.2 Party A may apply in written form for using such Comprehensive Credit Line once or more times within the term and the Comprehensive Credit Line stipulated herein.

The written application of Party A shall indicate credit type, term, amount and etc. proposed in application of using the Comprehensive Credit Line. Party B shall enter into specific business contract or other legal documents recognized by Party B in case Party B considers, after examination, that the application satisfies the credit granting requirements and the provisions of this Contract.

3.3 The Credit Balance used by Party A shall not exceed Comprehensive Credit Line at any time during the term of Comprehensive Credit Granting. During the term of Comprehensive Credit Granting Party B agrees to handle the Comprehensive Credit Line paid off by Party A with the following number (1) method and the unused credit line is automatically cancelled upon expiration of the term.

(1) Circulating use. Under the Comprehensive Credit Line stipulated in Article 2 herein, if Party A has paid off the debts to Party B during the term of the Comprehensive Credit Line, Party B recovers the corresponding credit line for the repaid part so that Party A may re-use the credit line during the term of the Comprehensive Credit Line.

(2) Non-circulating use. Under the Comprehensive Credit Line stipulated in Article 2 herein, if Party A has paid off the debts to Party B during the term of the Comprehensive Credit Line, Party B does not recover the corresponding credit line for the repaid part, so that Party A may not re-use the credit line during the term of the Comprehensive Credit Line.

3.4 The expenses charged by Party B in the business such as bank's acceptance bills, letter of guarantee, international trade financing and etc. hereunder, discount rate of note discount, interest rate and exchange rate to be defined in loan and inward and outward documentary bills shall be stipulated in each specific business contract by both parties.

3.5 The specific business contract concluded hereunder by both parties prevails in case of any nonconformity with this Contract.

3.6 When Party A apply for the credit line, Party B shall enter into specific business contract with Party A and performs thereunder in case that Party B considers, after examination, that the application complies with the credit granting requirements and provisions of this Contract.

Article 4 Representations and Warranties of Party A 4.1 Party A is a legal person or other entity established under the laws of PRC with legal capacity for civil rights and civil conducts required for conclusion and performance of this Contract, which is capable to undertake civil liability and obtains all necessary and lawfully internal and external approvals and authorizations to conclude this Contract.

4.2 Party A undertakes to use the credit line according to laws and regulations as well as the provisions of this Contract and specific business contracts.

4.3 Party A undertakes to submit in time authentic financial statements and other documents on production and management upon the request of Party B during the term of credit line and assures the materials, documents, data and information provided are authentic, accurate, complete, lawful and valid.

Article 5 Rights and Obligations of Party A 5.1 During the term of credit line, in case of occurrence of any significant changes of management and decision of Party A, including but not limited to share transfer, reorganization, merger, division, transformation of stock system, joint venture, cooperation, association, contract and leasing, business scope, change of registered capital and etc. which may influence the rights and interests of Party B, Party A shall notify Party B in written form at least 30 days in advance and Party A shall perform the compensation liability of the debts hereunder approved by Party B in written form or pay off relevant debts in advance or provide security recognized by Party B.

5.2 Provided that Party A disposes its total or majority parts of significant assets or business revenue in the form of transfer, leasing or establishment of guarantee for the debts except for that stipulated herein, Party A shall notify Party B in written form at least 30 days in advance and obtain prior written consent from Party B.

5.3 In case of any event having an adverse effect on the performance of debts hereunder, including but not limited to litigation, arbitration, criminal investigation, administrative sanction, winding-up, suspension, dissolution, declared bankruptcy, revocation of business license, cancellation, degradation of financial condition and etc., Party A shall give written notice to Party B within 3 days from the date of occurrence or possible occurrence of the above events.

5.4 Provided that the guarantor loses all or part of guarantee capability related to this Contract for the events including but not limited to winding-up, suspension, declared bankruptcy, dissolution, revocation of business license, cancellation, loss and etc., or the value of mortgage, pledge or right of pledge as the security hereunder reduces, Party A shall provide new security recognized by Party B.

5.5 Party A may not transfer all or any of the debts hereunder to any third party without the written consent from Party B.

5.6 Party A undertakes to repay principal and interests of credit and expenses payable on time. For the accounts payable of Party A under this Contract and specific business contracts including but not limited to credit principal, interest, penalty interest and other expenses, Party B is entitled to deduct from any account opened in Party B or its subsidiaries without prior consent from Party A. When Party B deducts from the account of Party A as agreed in this Contract or specific business contract, in case that the currency of the account is different from the currency of business, the deducted amount is exchanged according to the foreign exchange rate published by Party B on the date of deduction.

5.7 In case of any changes of Party A on name of legal entity, legal representative, project responsible person, registered office, telephone, fax number and etc. during the term of Comprehensive Credit Line, Party A shall notify Party B in written form within 7 days after the date of change.

Article 6 Rights and Obligations of Party B 6.1 Party B is entitled to decide whether to conclude specific business contract with Party A according to the relevant management rules and approval procedures of credit of China CITIC Bank and inspect and supervise the performance of specific business contracts at any time.

6.2 For the application of Party A for the use of credit line, Party B shall conclude a specific business contract with Party A and perform thereunder if Party B considers, after examination, the application is in conformity with credit granting requirements and provisions of this Contract.

6.3 If Party B fails to exercise or postpones the exercise of the rights specified in this Contract or specific business contracts, it may not be considered as a waiver of the right or an obstruction for Party B from exercising the right at any time.

6.4 Party B shall keep confidential the materials, documents and information related to and provided by Party A except for any information that shall be inquired or disclosed according to laws and regulations.

Article 7 Guarantee 7.1 In order to assure the compensation for the creditor's rights hereunder, the following number (1) method is applied: (1) Maximum Amount Guarantee Contract (No. ) between CEEG Group Co., Ltd. (the Guarantor) and Party B;

(2) Maximum Amount Mortgage Contract (No. ) between (Mortgagor) and Party B;

(3) Other form of guarantee .

7.2 Party B is entitled to request Party A to provide guarantee other than the guarantee in this article when both parties conclude specific business contract hereunder.

Article 8 Defaulting Liabilities 8.1 Both parties shall perform any obligation stipulated in this Contract and the specific business contract. Any party who fails to perform all or part of the obligations shall undertake corresponding responsibility of breach of contract and compensate for any losses of the other party resulting from the failure.

8.2 During the performance of this Contract, Party A is considered as breach of contract in case of any of the following:

8.2.1 During the term of this Contract, Party A indicates expressly or by its activity non-performance of or failure to perform the obligations according to this Contract or specific business contracts;

8.2.2 Party A fails to perform any obligation hereunder;

8.2.3 The documents related to this Contract provided by Party A to Party B and representations and warranties under Article 4 are proved to be inauthentic, inaccurate, incomplete or intentionally misleading.

8.2.4 Party A suspends, becomes unable or presents unable to repay due debts;

8.2.5 Any event that is considered by Party B as possibly or already effecting or damaging the rights and interests of Party B hereunder including but not limited to winding-up, suspension, declared bankruptcy, dissolution, revocation of business license, cancellation, or litigation, arbitration, criminal or administrative penalty which brings disadvantageous results to the management or property condition of Party A.

8.2.6 Any change of registered office, business scope, legal representative, and other registered items for industry and commerce or significant investment outside Party A which seriously affects or threats the creditor's right of Party B;

8.2.7 Any significant financial losses, asset losses or losses for external guarantee or other financial crisis of Party A, which are considered by Party B as possibly or already effecting or damaging the rights and interest of Party B hereunder;

8.2.8 Party A changes purpose of credit on its own discretion;

8.2.9 Any crisis of management or finance of the holding shareholders or other affiliated companies of Party A, or any material affiliated transaction between Party A and its holding shareholders or other affiliated companies, which influences the ordinary management of Party A;

8.2.10 Any adverse change in the industry of Party A, which materially affects or threats the realization of creditor's right of Party B;

8.2.11 Any material corruption, bribery, embezzlement or illegal operation of the senior managers of Party A, which is considered by Party B as possibly or already effecting or damaging the rights and interest of Party B hereunder;

8.2.12 Any breach of contract by Party A to other creditors which affects the realization of creditor's rights of Party B;

8.2.13 Party A fails to provide new guarantee in accordance with the requirements of Party B in case that the guarantor of Party A violates the stipulations of guarantee contract or any event of breach of the guarantee contract occurs;

8.2.14 Party A fails to provide new guarantee in accordance with the requirements of Party B in case that the mortgage or pledge hereunder is sealed up, detained, reported loss, stop payment or other compulsory measures, or has any dispute in the right and attribution of them, or is damaged or possibly damaged by any third party, or is affected or threatened to be affected in safety and soundness.

8.2.15 Other events which threat, damage or possibly threat, damage the rights and interests of Party B.

8.3 In case of any of the above events in Article 8.2, Party B is entitled to exercise the following one or more measures agreed by party A:

8.3.1 Adjustment, cancellation or suspension of Comprehensive Credit Line hereunder or adjustment of term of credit line;

8.3.2 To suspend the draw down of the Comprehensive Credit Line hereunder, announce that all or part of debts of Party A hereunder become due, and request Party A to immediately repay all or part of used credit line;

8.3.3 Request Party A to increase guarantee or take other measures to prevent the legal rights and interests of Party B from being damaged;

8.3.4 To exercise the right of guarantee;

8.3.5 To deduct from any account of Party A in Party B or its subsidiaries directly according to this Contract so as to compensate all the debts of Party A under this Contract or specific business contracts (including any debts Party B requests to compensate in advance) without prior consent from Party A.

8.4 All the expenses for realizing creditor's rights of Party B (including but not limited to expenses of litigation, travel, attorney, property preservation, notarization, authentication, translation, evaluation and auction and etc.) shall be borne by Party A.

Article 9 Effectiveness, Change and Termination of Contract 9.1 This Contract becomes effective after signature of the legal representative or authorized person of Party A and legal representative, responsible person or authorized person of Party B with company seal or special seal for contractual uses.

9.2 Neither party may change or terminate this Contract prematurely after this Contract becomes effective; if necessary, both parties shall reach a written agreement through negotiation.

Article 10 Dispute Resolution 10.1 Any dispute arising from or out of or in connection with this Contract shall be resolved by both parties through negotiation. In case no resolution can be reached, both parties agree to resolve such dispute by (2) : (1) Submitting it to _____ Arbitration Committee for arbitration.

(2) Bringing a lawsuit with the people's court at the place where Party B is domiciled

Article 11 Supplementary provisions 11.1 Any notice or other communications given by either party shall be deemed to be served on the other party: if by cable or fax, upon transmission; or if by mailing, 3 days after mailing.

11.2 Other provisions

If otherwise provided for in specific business contract, its relevant provisions shall prevail.

11.3 In case of anything not covered herein, both parties may enter into a separate written agreement as the annex of this Contract. Any annex, amendment or supplement of this Contract shall make an integral part of this Contract and have same legal effect as this Contract.

11.4 This Contract is executed in duplicate with one counterpart for each party to comply with.

11.5 Party B has taken reasonable methods to bring to Party A's attention the terms of

exemption or limitation of its responsibility and provides adequate explanation of relevant terms upon the request of Party A; both parties have no demurral to the understanding of all the terms of this Contract.

Party A (company seal or contract seal) (Seal) Legal representative: Lu Tingxiu (Seal) (or authorized agent)

Party B (company seal or contract seal) (Seal) Legal representative/responsible person: Jiao Shijing(Seal) (or authorized agent)

9 Exhibit 4.55 English Translation

Contract No: (2008) Ning Yin Zui Bao Zi No.

MAXIMUM GUARANTEE CONTRACT

CHINA CITIC BANK

MAXIMUM GUARANTEE CONTRACT

Guarantor: China Electric Equipment Group Co., Ltd. (hereinafter referred to as "Party A") Registered Office: No.6, Shuige Road, Jiangning Development Zone, Nanjing Post Code: 211100 Tel.: 025-52095962 Fax: 025-52095968 Legal Representative: Lu Tingxiu Bank and Account: Creditor: China CITIC Bank Nanjing Branch (hereinafter referred to as "Party B") Registered Office: No. 348, Zhongshan Road, Nanjing Post Code: 210008 Tel.: 83799186 Fax: 83799000 Legal Representative/Responsible Person: Jiao Shijing Signing Place: Nanjing Signing Date: January 9, 2008

In order to assure the performance of consecutive credit rights in a certain period (hereinafter referred to as "Principal Claim") between Party B and CEEG (Nanjing) PV-Tech Co., Ltd. (hereinafter referred to as "Debtor"), Party A agrees to provide maximum amount guarantee. Therefore according to the Contract Law of the People's Republic of China, the Guaranty Law of the People's Republic of China and other relevant laws and regulations, both parties enter into the following agreement through equal negotiation:

Article 1 Definitions 1.1 The maximum amount guarantee means the agreement under which both parties confirm a maximum credit line for the consecutive credit rights of Debtor in a certain period and Party A provides guarantee to Party B for the Debtor to perform debt in the credit line. The maximum credit line refers to the total balance of all debts (including or having contingent liability) that the Debtor undertakes to Party B.

Article 2 Principal Claim Guaranteed 2.1 The Principal Claim guaranteed refers to series of claims resulting from the credit granting of Party B to the Debtor from January 2008 to January 2009 including but not limited to various banking business such as various loans, bills, letter of guarantee, letter of credit, etc.

2.2 The maximum credit line of the Principal Claim guaranteed is RMB of equivalent value (in words) RMB one hundred and fifty million only. If Party A performs the liability of guarantee according to this Contract, the maximum credit line guaranteed to Party A is correspondingly reduced by the performed amount.

2.3 Within the above prescribed period and maximum credit line, all the contracts, agreements and other legal documents concluded for the Debtor-creditor relationship between Party B and the Debtor are the Main Contract of this Contract.

Article 3 Form of Guarantee 3.1 Party A provides the joint and several guarantee liabilities. If certain single debt under the Main Contract expires and the Debtor fails to perform any or all debts, Party B is entitled to directly request Party A to undertake the guarantee liability.

3.2 When the Debtor fails to perform its debts according to the Main Contract, whether there is other guarantee (including but not limited to guarantee, mortgage, pledge, letter of guarantee, stand-by L/C, and other forms of guarantee) for the claims under the Main Contract of Party B, Party B is entitled to directly request Party A to undertake the guarantee liability in the scope of guarantee.

Article 4 Term of Guarantee 4.1 The term of guarantee of Party A to undertake guarantee liability is two years from the date of expiration of debt performance term of the Debtor stipulated by the specific business contract. The term of guarantee under each specific business contract is calculated separately.

4.2 In the event the debts early matured due to laws and regulations, the Main Contract or agreements of both parties to the Main Contract, the date of early maturity is the expiration date of debt performance term.

4.3 If the business under the Main Contract is letter of credit, banker acceptance bill or letter of guarantee, the term of guarantee is two years from the date of advances; in case of installment of advances, the term of guarantee is calculated from the date of each advance.

Article 5 Scope of Guarantee 5.1 The scope of guarantee provided by this guarantee covers debt principal, interest, penalty interest, compound interest, penalty for breach, compensation for damage, expenses for realizing creditor's right (including but not limited to cost of action, cost of arbitration, attorney's fee, travel expenses, evaluation fee, fee of auction or sale, fee of ownership transfer, cost of preservation, announcement fee, enforcement fee, etc.) and other expenses payable under the Main Contract.

Article 6 Representations and Warranties of Party A 6.1 Party A is a legal person or other entity duly established under the laws of PRC with legal capacity for civil rights and civil conducts required for conclusion and performance of this Contract, which is capable to undertake civil liability independently and has obtained all necessary and lawfully internal and external approval and authorization to conclude this agreement.

6.2 Party A understands and agrees to all the provisions of the Main Contract and voluntarily provides guarantee for the Debtor, and all the declarations of its will under this Contract are true.

6.3 The establishment of this guarantee is not limited in any way or results in any illegal conditions.

6.4 All the documents, statements and representations provided by Party A are lawful, authentic, accurate and complete. Except for the information disclosed in written form to Party B, Party A has no other material liability (including or having contingent liability), defaulting, litigation, arbitration or other important issues affecting its assets possibly affecting the performance of this Contract that is not disclosed to Party B.

Article 7 Rights and Obligations of Party A 7.1 Party A shall provide Party B with the valid legal documents which can certify its legal identity.

7.2 In the term of this Contract, if Party A changes its legal person name, legal representative, project responsible person, domicile, telephone, fax and etc., it shall notify Party B in writing within seven days after the change.

7.3 If the Debtor fails to repay the principal and interest of the loan as stipulated in the Main Contract upon the expiration of the debt performance term of the Main Contract or the early maturity of the creditor's right as stipulated in the Main Contract, Party B shall be entitled to request Party A to repay the debt directly. Party A undertakes that it will not for any reason reject any claim for repayment raised by Party B, and will waive the defense right as provided in Article 20 of Guaranty Law.

7.4 Party A is obliged to provide Party B with its balance sheet and all the notes regarding the condition of its external security and shall, regularly or from time to time, as required by Party B, provide Party B with the statements and other documents that reflect its comprehensive financial condition authentically.

7.5 Within the term of this Contract, in the event of occurrence of any situation by Party A that may or is sufficient to affect its guaranty ability, including but not limited to share conversion, restructuring, consolidation, division, shareholding system restructuring, joint venture, cooperation, pooling, contracting, leasing, change in business scope and registered capital, material assets transfer and etc., Party A shall notify Party B in writing thirty days in advance;

7.6 Within the term of this Contract, in the event of occurrence of any situation by Party A that may or is sufficient to affect its guaranty ability, including but not limited to

putting up the shutters, going out of business, application or declaration of bankruptcy, dissolution, revocation of business license, cancellation of registration, deterioration of financial condition or involvement of any action, arbitration, criminal or administrative penalty and etc., it shall notify Party B in writing within three days from the occurrence of the foregoing situations;

7.7 If Party A provides any form of security to any third party within the term of this Contract, such security shall not impair the interest of Party B.

7.8 If Party A is involved in the situations as stipulated in Articles 7.5 and 7.6 hereof within the term of this Contract, it shall ensure the proper fulfillment of all the guaranty liabilities hereunder and shall provide detailed proposal thereof.

7.9 In the event the Debtor fails to repay all or part of the debt under the Main Contract as agreed (including the early maturity of the debt under the Main Contract as stipulated in laws, regulations and the Main Contract or agreed by the parties of the Main Contract), if Party B requests Party A to undertake the guarantee liability, Party A shall immediately repay for the Debtor the debt under the Main Contract according to the amount and form as notified from the date it receives the written notice of Party B.

7.10 If Party A fails to fulfill its obligations as stipulated in Article 7.9 hereof, it authorizes Party B to deduct and collect the sum directly from any account of Party A opened with Party B and/or exercise the right of disposal upon the properties or property right of Party A possessed or managed by Party B according to law to repay the indebtedness under the Main Contract. In the event the currency in the account is different from the currency of the debt under the Main Contract when Party B deducts the amount from Party A's account, it shall be converted in accordance with the exchange rate announced by Party B on the day of deduction.

7.11 If any third party provides guarantee for the indebtedness under the Main Contract, Party A shall still undertake the guarantee liability as stipulated in Article 3 hereof.

Article 8 Rights and Obligations of Party B 8.1 If Party B transfers its entire creditor's rights under the Main Contract to any third party, it shall timely notify Party A in writing after the execution of the transfer contract.

8.2 In the event Party B and the Debtor enter into specific business contracts regarding specific credit granting business under the Main Contract, Party A may not be notified.

8.3 In the event the Debtor fails to repay all or part of the debt as stipulated in the Main Contract (including the early maturity of the debt under the Main Contract as stipulated in laws, regulations and the Main Contract or agreed by the parties of the Main Contract), Party B shall be entitled to request Party A to undertake the guarantee liability as stipulated herein.

8.4 Party B shall keep secret the materials, documents and information regarding Party A provided by Party A, except as provided by laws and regulations.

Article 9 Defaulting Liabilities 9.1 Upon effectiveness of this Contract, the Parties shall fulfill the obligations as stipulated herein. If either Party fails to perform or fully perform the obligations as stipulated herein, it shall bear the corresponding liability for breach of contract and compensate the other Party for the losses arising therefrom.

9.2 If the representations and warranties made by Party A in Article 6 hereof are inauthentic, inaccurate, incomplete or intentionally misleading, which has caused losses to Party B, Party A shall compensate Party B.

9.3 If this contract becomes invalid due to Party A's fault, Party A shall compensate Party B for all the losses within the scope of guarantee.

9.4 During the term of this Contract, Party B is entitled to, according to the provisions in Article 7.10 under this Contract, request Party A to undertake guarantee liability or take relevant legal measures to Party A or its property or rights of property in case of any of the following: 9.4.1 Party B fails to be compensated upon the expiration of any debt performance term under the Main Contract;

9.4.2 Party B fails to be compensated in case of any events that the debts become due in advance, which are stipulated in laws and regulations, the Main Contract or agreement of both parties to the Main Contract;

9.4.3 Material financial loss, asset loss, property loss or other asset loss or financial crisis due to external guarantee of Party A without relevant security or Party B is unsatisfied with the security;

9.4.4 Any crisis of management or finance of the holding shareholders or other affiliated companies of Party A, or any material affiliated transaction between Party A and its holding shareholders or other affiliated companies, which influences the ordinary management of Party A, without relevant security or Party B is unsatisfied with the security;

9.4.5 Any adverse change in the industry of Party A without relevant security or Party B is unsatisfied with the security;

9.4.6 Any material corruption, bribery, embezzlement or illegal operation of the senior managers of Party A without relevant security or Party B is unsatisfied with the security;

9.4.7 Any breach of Party A to other Creditors without relevant security or Party B is unsatisfied with the security;

9.4.8 Any winding-up, suspension, application of bankruptcy, declared bankruptcy, dissolution, revocation of business license, or cancellation of Party A;

9.4.9 Party A fails to perform Article 7.8 under this Contract, executing all guarantee liabilities or the detailed proposal provided is not able to satisfy Party B;

9.4.10 Other events of Party A which might threat, damage or possibly threat, damage the rights and interests of Party B.

Article 10 Accumulation of Rights 10.1 The rights of Party B hereunder are cumulative and do not affect and exclude any right of Party A at law and under other contracts. Unless made in writing by Party B, no failure and/or delay by Party B in exercising all or part of any of its rights shall operate as a waiver thereof nor affect, preclude or impede the further exercise thereof or the exercise of any other right.

Article 11 Continuity of Obligations 11.1 All the obligations and joint and several liabilities of Party A hereunder shall be continuous and fully bound upon its successor, takeover person, transferee and the entities after the consolidation, restructuring or name change from it, will not be affected by any dispute, claim and legal proceedings as well as any order of the superior entity and any contract or document as entered into by the Debtor of the Main Contract and any natural person or legal person, and will not change in any aspect due to bankruptcy, inability to repay the loan, loss of business capacity, modification of the articles of association and any change in nature on the part of the Debtor.

Article 12 Other Stipulations /

In the event this article is in conflict with other articles, this article shall prevail.

Article 13 Applicable Law 13.1 This contract shall be governed by the laws of the People's Republic of China.

Article 14 Dispute Settlement 14.1 Any dispute arising from or relating to this Contract shall be settled through consultation between the Parties. If the dispute can not be settled through consultation, the Parties agree that it shall be settled through the second of the following methods: (1) Apply to ______Arbitration Commission for arbitration;

(2) Bring a suit before the people's court where Party B is located.

Article 15 Validity of this Contract 15.1 This Contract is separate from the Main Contract. If the Main Contract is invalid for any reason, the validity of this Contract will not be affected, and this Contract shall still be valid. The joint and several guarantee liability of Party A hereunder shall apply to the legal liability of the Debtor after the Main Contract becomes ineffective (including but not limited to reinstatement and compensation of damages).

15.2 If a provision or part of such provision is or becomes invalid in the future, such invalid provision or part shall not affect the validity of this Contract and other provisions or other parts of such provision of this Contract.

Article 16 Effectiveness, Modification and Termination of this Contract 16.1 This Contract shall come into effect after signed or sealed by the legal representatives or authorized representatives of Party A and legal representatives or responsible person or authorized representatives of Party B and sealed by their official chops or chops for contracts.

16.2 Upon the effectiveness of this Contract, unless otherwise agreed upon hereunder, neither of the parties may modify or terminate this Contract without the consent of the other party. If it is necessary to modify or terminate the Contract, the parties shall consult with each other and reach a written agreement.

Article 17 Miscellaneous 17.1 The Parties may separately conclude written agreements as annexes hereof with respect to the matters not covered herein. Any annex, modification or supplementation of this Contract shall constitute an integral part hereof and have equal legal effect with this Contract.

17.2 Any notice, demand or other communication, including but not limited to telex, telegram, fax and other letters, given by Party B to Party A regarding this Contract shall be deemed as delivered to Party A once sent out; mails shall be deemed as delivered to Party A on the third day from sending out by registered mail; if sent by hand, it shall me deemed as delivered to Party A on the date the receiver sign the return receipt.

17.3 This contract is made in duplicate, with each of Party A and Party B holding one for them to comply with.

17.4 Party B has taken reasonable methods to bring to Party A's attention the terms of exemption or limitation of its responsibility and provides adequate explanations of relevant terms upon the request of Party A; both parties have no demurral to the understanding of all the terms of this Contract.

Party A (company seal or contract seal) Legal representative: Lu Tingxiu (or authorized agent) Party B (company seal or contract seal) Legal representative/responsible person: Jiao Shijing (or authorized agent)

8 Exhibit 4.56 English Translation

PRINTED UNDER THE SUPERVISION OF HUA XIA BANK

MAXIMUM GUARANTEE CONTRACT

HUA XIA BANK, NANJING BRANCH

MAXIMUM GUARANTEE CONTRACT

Contract No.: NJ21 (Gao Bao) 20070001

Party A (Guarantor): China Electric Equipment Group Co., Ltd. Legal Representative: Lu Tingxiu Registered Address: 123 West Focheng Road, Jiangning Economic & Technical Development Zone, Nanjing Post Code: Tel.: 025-52795962 Fax: 025-52095968 Bank of Basic Account: ICBC, Chengbei Branch A/C No.: 4301010919100347727 Party B (Creditor): Hua Xia Bank, Nanjing Branch Legal Representative/Main person in charge: Shen Jian Registered Address: No. 81, Zhongshan Road, Nanjing Post Code: 210005 Tel.: 025-84700088 Fax: 025-84700088

Party B and CEEG (Nanjing) PV-Tech Co., Ltd. (hereinafter referred to as "Debtor") will conclude several business contracts within the term as specified herein in accordance with the Guaranty Law of the People's Republic of China, and Party A agrees to provide the security of guarantee for all creditor's rights under those business contracts subject to the limitation of maximum amount of creditor's rights (hereinafter referred to as "Principal Creditor's Rights"), for the benefits of Party B. Now, therefore, both parties hereby enter into this Contract through negotiation.

ARTICLE 1 CATEGORY, AMOUNT AND TERM OF THE PRINCIPAL CREDITOR'S RIGHTS SECURED 1.1 The form of the Master Contract to be secured by the guarantee hereunder is:

þ Party B will conclude a Credit Facility Contract with Maximum Amount (No. NJ21 (Rong Zi) 20070001) with the Debtor, and this contract and all specific business contracts thereunder constitute the Master Contract to this Contract;

¨ All [ ] contracts concluded by Party B and the Debtor continuously within the term of this Contract constitute the Master Contract to this Contract.

1.2 The category of the Principal Creditor's Rights secured by Party A is to be stipulated by the Master Contract.

1.3 The amount of the Principal Creditor's Rights with a maximum amount secured hereunder is (in word) RMB Ninety Two Million Yuan Only (of which, the amount in any other currency shall be converted according to the exchange rate announced by Party B on the date of transaction).

1.4 The period for conclusion of specific business contracts secured hereunder shall be from June 4, 2007 to June 4, 2008.

1.5 The due date of the debts owed by the Debtor under the Master Contract is stipulated in the Master Contract. Where the Debtor is to discharge the debts in installments under the Master Contract, the due date of such installment of debt shall be the maturity date of such installment of debt. Where the Creditor announces an earlier maturity of a specific installment of debts according to the Master Contract, the earlier maturity date shall be the maturity date of such installment.

ARTICLE 2 SCOPE OF GUARANTEE 2.1 The scope of guarantee hereunder includes the principal of the debt under the Master Contract, interests, overdue interests, penalty interests, compound interests, liquidated damages, damages and costs of enforcing the creditor's rights by Party B, including but not limited to legal costs, costs of arbitration, costs for preservation, costs of public announcement, costs of assessment, costs of identification, auction costs, travel expenses, telecommunication costs and attorney fees, as well as other costs and expenses payable by the Debtor.

ARTICLE 3 METHOD OF GUARANTEE 3.1 The guarantee provided by Party A is a guarantee of joint and several liabilities. Where the Debtor fails to repay the loans under the Master Contract, Party B may directly demand Party A to repay the loans and Party A shall immediately discharge the debts under the Master Contract.

ARTICLE 4 PERIOD OF GUARANTEE 4.1 The term of the guarantee provided by Party A hereunder shall be two (2) years, as

from the maturity date of the debts as specified in the Master Contract. The term of guarantee under each specific business contract (or agreement) shall be calculated separately.

4.2 The "maturity date of the debts under the Master Contract" as mentioned above shall mean the due date of each installment of debt, where the debts are to be discharged by the Debtor in installments; and also the earlier maturity date of any debt announced by the Creditor according to the Master Contract.

4.3 Where the business under the Master Contract is L/C, bank acceptance draft, letter of bond or guaranty for delivery of goods, the term of guarantee shall be two (2) years from the date of advance payment by the Creditor; where the payment is advanced in installments, the term of guarantee for each installment shall be calculated separately and respectively.

ARTICLE 5 RIGHTS AND OBLIGATIONS OF PARTY A 5.1 Party A undertakes that it is a lawful corporation duly established and existing, and has the lawful qualification of guarantee and the ability to discharge the debts, and voluntarily agrees to assume and perform the obligation of guarantee with its own or disposable assets.

5.2 Party A undertakes that execution of this Contract is duly approved by its superior authority or its board of directors and it has obtained all necessary authorization for the execution of this Contract.

5.3 Party A undertakes that execution and performance of this Contract will not violate any provision or agreement binding upon it and its assets, or any guaranty agreement or any other agreement signed by Party A with any other party, or any other document, contract or commitment binding upon Party A.

5.4 All documents and materials provided by Party A to Party B hereunder are authentic, accurate, lawful and valid.

5.5 Party A has understood and agreed all terms and conditions of the Master Contract, and voluntarily provides the guarantee for the benefits of the Debtor and undertakes to perform the obligation of guarantee according to this Contract.

5.6 Where the Master Contract hereunder is a Bank Acceptance Agreement, Party A hereby undertakes that any instrument or non-instrument dispute between the Debtor and the holder, endorser or any other party of the acceptance draft will not affect Party A's liabilities of guarantee to Party B hereunder.

5.7 Where there is any other form of security under the Master Contract in addition to

the guarantee hereunder, Party A's liabilities of guarantee to Party B will not be affected, released or reduced due to any other security provided by any other person, and assumption of the liabilities of guarantee by Party A is not subject to the condition that Party B makes a claim, initiates an action/arbitration/ enforcement against any other party providing the security.

5.8 Party A hereunder undertakes that, during the term of this Contract, it will not provide any other security to any third party in whatever form beyond its ability of security.

5.9 Party A hereunder undertakes that, during the term of this Contract, it will provide all financial statements, such as balance sheet, statement of profit and loss and statement of cash flow upon request of Party B, and will accept Party B's audit and supervision on Party A's production, business operation and financial status.

5.10 During the term of this Contract, in the event of contracting, lease, trust, asset restructuring, debt restructuring, reformation of capital structure, association, merger (or consolidation), division, assignment of assets, joint venture (or cooperation), reduction of registered capital or voluntary close-down for rectification, voluntary dissolution (or revocation) or voluntary bankrupt or any other change to the operation mode, capital structure or legal status on the part of Party A, Party A shall send a written notice to Party B thirty days prior to the occurrence of such event and perform all obligations of guarantee hereunder.

5.11 During the term of this Contract, if Party A is announced stoppage of business for rectification, close-down, dissolution (or revocation) or bankruptcy, or there is any other change to the capital structure or legal status of Party A, or there is any other event materially affects Party A's ability in business operation or ability of guaranty, Party A shall send a written notice to Party B within three days upon occurrence of such event.

5.12 Where there is any change to the registered address, name or legal representative of Party A, Party A shall send a written notice to Party B within seven days upon such change.

ARTICLE 6 RIGHTS AND OBLIGATIONS OF PARTY B 6.1 Party B may from time to time demand Party A to provide the financial reports, financial statements and other materials reflecting Party A's business status and credit condition.

6.2 Where the Debtor fails to repay the loan on the maturity date according to the Master Contract, including the maturity date of any installment of loan or the earlier maturity announced by the Creditor, Party B may demand Party A to perform its liabilities of guarantee hereunder.

6.3 If Party B has any other security for the creditor's rights under the Master Contract, Party B may choose to exercise the security right hereunder in priority and demand Party A to perform the guarantee of joint and several liabilities.

6.4 Where Party A fails to perform any obligation hereunder, Party B may directly deduct an amount payable by Party A from any account opened by Party A at any business office of Hua Xia Bank. Where the currency of the account is different from the currency of the Principal Creditor's Rights, it shall be converted according the exchange rate announced by Party B on the day of deduction.

6.5 When Party B concludes any specific business contract (or agreement) with the Debtor, it is not required to send a notice to Party A.

ARTICLE 7 DEFAULT LIABILITIES 7.1 Upon effectiveness of this Contract, both parties hereto shall perform their own obligations hereunder. If either party hereto fails to perform or fails to fully perform its obligations hereunder, it shall assume the liabilities for breach of contract accordingly and indemnify the other party against all losses and damages resulting therefrom.

ARTICLE 8 EFFECTIVENESS 8.1 This Contract shall become effective as of being signed by both parties.

8.2 This Contract is independent from the Master Contract and not subject to the invalidity of the Master Contract. Where the Master Contract is held as invalid, Party A shall also be liable for guarantee for the obligations of the Debtor resulting from return of properties or indemnification of losses.

ARTICLE 9 AMENDMENT AND TERMINATION 9.1 Neither party may amend or terminate this Contract by its sole discretion after this Contract becomes effective.

9.2 Party B may amend the Master Contract with the agreement of the Debtor without the consent of Party A, other than extension of the term or increase of the amount of Principal Creditor's Rights.

9.3 Where the category of the Principal Creditor's Rights hereunder is the advancement for L/C, Party A hereby confirms that when the L/C is modified by the applicant and Party B and amount under the modified L/C (excluding the interests,

liquidated damages, indemnity and other relevant costs and expenses) does not exceed the total amount of the credit amount and overshipment amount under the L/C specified in the Master Contract, whatever change to the amount of L/C or any other terms and conditions, it shall be deemed that such modification has been approved by Party A in advance, and this Contract will remain full effect and force and Party A shall still be subject to the guarantee of joint and several liabilities.

ARTICLE 10 DISPUTE SETTLEMENT 10.1 Any dispute arising from the performance of this Contract by both parties shall be settled through mutual negotiations; in case no settlement can be reached, both parties will choose either of the following options to settle the dispute:

þ To file an action before the people's court where Party resides;

¨ To submit the dispute to arbitration committee for arbitration.

ARTICLE 11 SUPPLEMENTARY PROVISIONS 11.1 Where there is any change to the legal person's name, legal representative or registered address of Party A during the term of this Contract but Party A fails to send a written notice to Party B, all instruments sent by Party B to the address of Party A listed herein shall be deemed as duly delivered.

11.2 Other issues agreed by both parties:

11.3 This Contract shall be executed one for each party hereto and each being of equal authenticity.

11.4 All attachments to this Contract are the integral parts hereof and shall have the same legal force as this Contract.

11.5 Party B has taken reasonable means to remind Party A of all terms and conditions hereunder releasing or restricting the obligations and liabilities of Party B, and has made sufficient explanations upon request of Party A. Both parties have a consistent understanding about all terms and conditions of this Contract.

Party A: China Electric Equipment Group Co., Ltd. (Seal) Legal Representative: /s/ Lu Tingxiu (or Duly Authorized Representative) May 31, 2007

Party B: Hua Xia Bank, Nanjing Branch (Special Seal for Contract) Legal Representative/Main person in charge: Bi Shunrong (Seal) (or Duly Authorized Representative) (Signature or Seal) (Seal) May 31, 2007

8 Exhibit 4.57 English Translation

Contract Number:

Guarantee Contract

Guarantor (Party A): China Electric Equipment Group Co., Ltd. Domicile (Address): 88 Shengtai Road, Jiangning Legal Representative: Lu Tingxiu Creditor (Party B): Industrial and Commercial Bank of China Limited Nanjing Hanfu Sub-branch Domicile (Address): 404 East Zhongshan Road Legal Representative: Wang Xing

Contents

Article 1 Representations and Warranties of Party A Article 2 Categories and Amount of the Creditor's Right to be Secured Article 3 Term of Fulfilling the Obligation for the Borrower of the Main Contract Article 4 Form of Guarantee Article 5 Scope of Guarantee Article 6 Term of Guarantee Article 7 Rights and Obligations of Party A Article 8 Rights and Obligations of Party B Article 9 Liabilities for Breach of Contract Article 10 Effectiveness, Modification, Rescission and Termination of the Contract Article 11 Dispute Settlement Article 12 Miscellaneous Article 13 Supplementary Provisions

To ensure the proper and truthful fulfillment of the Borrower's obligations under the Loan Contract (the "Main Contract") of entered into by and between CEEG (Nanjing) PV-Tech Co., Ltd. (the "Borrower") and Party B hereto on (date), Party A agrees to provide Party B with the security of guarantee. To specify the rights and obligations of the Parties, Party A and Party B enter into this Contract upon equal consultation in accordance with Contract Law, Security Law and other relevant laws and regulations.

Article 1 Representations and Warranties of Party A

1.1 Party A has the qualification of being a guarantor to provide external security of guarantee in accordance with Chinese laws.

1.2 Party A has sufficient ability to undertake the guarantee liability which will not be alleviated or released for any order, change in financial condition or any agreement with any entity.

1.3 Party A fully understands the purpose of the loan under the Main Contract. Party A provides out of its free will the security of guarantee for the Borrower of the Main Contract, and all the declaration of will by Party A hereunder is authentic.

1.4 If the Borrower fails to fulfill its obligation of repaying the principal and interest of the loan and the corresponding expenses as stipulated in the Main Contract, Party B may claim against Party A directly, and Party A authorizes Party B to deduct and collect the funds in the accounts of Party A opened with Industrial and Commercial Bank of China and all of its branches to pay the indebtedness under the Main Contract. If the deducted and transferred amount is foreign exchange, the amount shall be converted at the buying rate promulgated by Party B on the deducting and transferring date.

Article 2 Categories and Amount of the Creditor's Right to be Secured

2.1 The creditor's right to be secured hereby is the loan granted by Party B under the Main Contract with an amount of RMB (in word) .

Article 3 Term of Borrower's Fulfillment of its Obligation under the Main Contract

3.1 Term of performance of the Main Contract is months from to . Changes shall be subject to the stipulation in the Main Contract.

Article 4 Form of Guarantee

4.1 The guarantee hereunder is a guarantee with joint and several liability.

Article 5 Scope of Guarantee

5.1 The scope of guarantee under this guarantee contract shall cover the principal of the loan, interest, compound interest, penalty interest, default penalty, damages and the expenses for the enforcement of the creditor's right and other expenses payable under the Main Contract.

Article 6 Term of Guarantee

6.1 The term of guarantee hereunder is two years commencing from the day following the due date of the loan under the Main Contract.

6.2 If the loan under the Main Contract will become due in installments, the term of guarantee for each installment of the loan will be two years commencing from the day following the due date of each installment of the loan.

6.3 If Party B early withdraws the loan as stipulated in the Main Contract, the term of guarantee will be two years commencing from the day following the repayment date as notified by Party B to the Borrower.

Article 7 Rights and Obligations of Party A

7.1 Party A shall provide the relevant materials as required by Party B and ensure the authenticity and legitimacy of such materials.

7.2 Party A shall be obliged to sign for the payment claim notice or other claim documents as sent by Party B and send back the confirmation within three days after signing for it.

7.3 If Party A is involved in any of the following, it shall notify Party B timely: 7.3.1 Change in operational mechanism, such as contracting, leasing, pooling, consolidation, merger, division, shareholding system restructuring, establishing a joint venture or cooperating with foreign investors;

7.3.2 Change in business scope, registered capital and shareholding;

7.3.3 Deterioration of financial condition or involvement in material economic dispute;

7.3.4 Bankruptcy, going out of business, dissolution, putting up the shutters for adjustment, revocation of business license, cancellation of registration;

7.3.5 Change in domicile, telephone number and legal representative.

7.4 In the event of the situation in Article 7.3.1 or 7.3.2, Party A shall notify Party B thirty days in advance; in the event of other situations in the aforesaid clause, Party A shall notify Party B within five days after the occurrence of each situation.

7.5 In the event Party B and the Borrower agree to modify the Main Contract, other than extension or increasing the amount of the loan, the consent of Party A is not needed, and Party A shall still assume the joint and several guarantee liability within the original scope of guarantee.

7.6 In the event Party B transfers the creditor's right to any third party within the term of this Contract, Party A shall still assume the joint and several guarantee liability within the original scope of guarantee.

7.7 In the event Party A provides any form of security to any third party within the term of this Contract, such security shall not impair the interest of Party B.

7.8 In the event Party A is involved in division, consolidation, shareholding system restructuring or other event within the term of this Contract, it shall ensure the proper fulfillment of all the guaranty liability hereunder.

7.9 Party A will be released from the guarantee liability upon the Borrower pays off all the indebtedness under the Main Contract.

Article 8 Rights and Obligations of Party B 8.1 Party B is entitled to request Party A to provide the relevant documents that can certify its legal identity.

8.2 Party B is entitled to request Party A to provide the financial reports and other information that can reflect its credit.

8.3 If all or part of the creditor's right of Party B is not realized upon the expiration of the term of loan, Party B shall be entitled to request Party A to undertake the guarantee liability according to this Contract.

8.4 Under any of the following situations, Party B shall be entitled to require Party A to early undertake the guarantee liability by a written notice, and Party A shall fulfill the guarantee liability within ten days after receiving the foregoing notice: 8.4.1 Party B rescinds the Main Contract as stipulated in the Main Contract according to law;

8.4.2 Party B early withdraws the loan according to other stipulations in the Main Contract;

8.5 Party B shall timely notify Party A if Party B transfers the creditor's right to any third party according to law within the term of this Contract.

Article 9 Liabilities for Breach of Contract

9.1 If Party A makes false statements and representations in Article 1 hereof, which causes loss to Party B, Party A shall compensate Party B for its loss.

9.2 Upon effectiveness of this contract, the Parties shall fully fulfill their obligations as stipulated herein. If any Party fails to fulfill or fully fulfill the stipulated obligations, it shall bear the relevant liability for breach of contract and compensate the other Party for the loss arising therefrom.

9.3 If this Contract becomes invalid due to Party A's fault, Party A shall compensate Party B for all the loss within the scope of guarantee.

Article 10 Effectiveness, Modification, Rescission and Termination of the Contract

10.1 This Contract shall come into effect after signed or sealed by the Parties and terminate on the date that the principal of the loan, interest, compound interest, penalty interest, default penalty, damages and the expenses for realizing the creditor's right and all other expenses payable by the Borrower under the Main Contract are fully paid.

10.2 This Contract is separate from the Main Contract and will not become invalid due to the invalidity of the loan contract. If the Main Contract becomes invalid, Party A shall still undertake the liability according to this Contract.

10.3 Neither of the Parties shall make bold to modify or rescind this Contract after it comes into effect. If it is necessary to modify or rescind the Contract, the Parties shall consult with each other and conclude a written agreement, and this Contract shall still be effective before the conclusion of such written agreement

Article 11 Dispute Settlement

11.1 Any dispute between the Parties arising from the performance of this Contract shall first be settled through consultation between the Parties. If the dispute can not be settled through consultation, it shall be settled through the second of the following methods: 11.1.1 Arbitration by ;

11.1.2 Settled through litigation before the court where Party B is located.

Article 12 Miscellaneous

12.1 The Guarantor represents that the guarantee of the Guarantor complies with the procedures and restrictions stipulated in the Articles of Association of the Company and does not violate laws, regulations and other relevant rules. In the event the above representation is false or has concealment, the Guarantor will bear any and all responsibilities caused thereby.

Article 13 Supplementary Provisions

13.1 This Contract is made in original counterparts with each Party holding one. All the counterparts have the same legal effect.

Party A (Official Seal): Party B (Official Seal): Legal Representative Legal Representative (or Entrusted Agent) (or Entrusted Agent)

Schedule

Ref. of the Term of the Loan Copies of Date of No. Ref. Contract Amount Loan Originals Agreement 43010158- 43010158- twelve months, 2007 Nian Han 2007 Nian RMB 50.0 from May 25, May 25, 1 Four copies Fu (Bao) Zi (Han Fu) Zi million 2007 to May 23, 2007 No. 0025 No. 0089 2008 43010158- 43010158- twelve months, 2007 Nian Han 2007 Nian RMB 10.0 from July 20, 2007 July 20, 2 Four copies Fu (Bao) Zi (Han Fu) Zi million to July 18, 2008 2007 No. 0031 No. 0129 43010158- 43010158- twelve months, 2007 Nian Han 2007 Nian RMB 20.0 from August 31, August 31, 3 Two copies Fu (Bao) Zi (Han Fu) Zi million 2007 to August 26, 2007 No. 0038 No. 0152 2008

8 Exhibit 4.58 English Translation

No.: 2007 Nian Heng Yin Ning Jie Bao Zi Di 08-018 Hao

Maximum Guarantee Contract

Evergrowing Bank

Maximum Guarantee Contract

Important

The Guarantor is advised to read carefully the entire text of this Contract. Please do not hesitate to contact the Creditor for explanation to any questions that arise.

Guarantor: China Electric Equipment Group Co., Ltd. Legal Address: 123 West Focheng Road, Jiangning Economic & Technical

Development Zone, Jiangning, Nanjing Legal Representative: Lu Tingxiu Correspondence Address: Postcode: 211100 Tel.: 025-83275395 Fax: 025-52095603

Creditor: Evergrowing Bank Nanjing Branch Responsible Person: Yang Qiang Correspondence Address: 188 Chang Jiang Road Postcode: 210018 Tel.: 025-86827888 Fax: 025-86827555

WHEREAS, in order to ensure the repayment of all the indebtedness during the validity period of the guarantee line agreed hereunder by the Creditor and the Debtor, CEEG (Nanjing) PV-Tech Co., Ltd., the Guarantor is willing to provide the Creditor with the joint and several liability guarantee. To specify the responsibilities and stick to the prestige, and pursuant to the relevant laws and regulations of People's Republic of China, the parties enter into this Contract for mutual compliance.

Article I Definition and Interpretation Unless otherwise agreed herein,

1. "The creditor's right between the Creditor and the Debtor" shall include the creditor's right (including the principal, interest, penalty interest, compound interest, default penalty, damages, expenses involved in the realization of the creditor's right by the Creditor and etc.) formed under the loan in both domestic and foreign currencies, call loan, trade financing (issuance of letter of creditor, trust receipt, packing credit, bill purchased, collection bill purchased and bill advance), acceptance, discount, bills repurchase, guarantee and other financing business by the Creditor and the Debtor.

2. "Validity period of the guarantee line" refers to an uninterrupted continuous period expressly agreed by the parties to specify the scope of the creditor's right guaranteed hereunder. The indebtedness during such term, no matter whether the term of fulfillment of each indebtedness by the Debtor exceeds such term or not, the Guarantor shall undertake the joint and several guarantee liability of all the outstanding indebtedness under the maximum principal limit of its guarantee.

3. "Principal" refers to the principal of the indebtedness arising from the business done by the Debtor, including but not limited to the principal of the loan in both domestic and foreign currencies, principal of the trade financing, sum of the bank acceptance bills, sum of the bills discounted, advance under the letter of credit, the principal of the indebtedness of which the Creditor has a guarantee for the Debtor and etc. that is payable by the Debtor.

4. "Maximum principal limit of the guarantee" refers to the maximum principal limit expressly agreed by the parties to specify the scope of the creditor's right guaranteed hereunder. Under such principal limit, regardless of the times and the sum of each time of the creditor's right between the Creditor and the Debtor, the Guarantor shall undertake the joint and several guarantee liability of all the outstanding indebtedness (including the principal, interest, penalty interest, compound interest, default penalty, damages, expenses involved in the realization of the creditor's right by the Creditor and etc.) under the maximum principal limit of such guarantee.

5. "Expenses involved in the realization of the creditor's right by the Creditor" shall include but not limited to collection cost, litigation cost (or arbitration cost), property insurance fee, enforcement cost, attorney's fee, case handling cost, announcement cost, evaluation cost, auction cost and etc.

6. The Creditor shall control the outstanding amount of the Creditor's right. This outstanding amount refers to the total sum of the outstanding Creditor's right against the Debtor arising during the validity period of the guarantee line, including the outstanding amount both undue and due but not paid off.

(1) The outstanding amount undue refers to the outstanding indebtedness to be paid off that is formed before the expiration of the term of fulfillment of the indebtedness.

(2) The outstanding amount due but not paid off refers to the outstanding indebtedness that is not paid off by the Debtor and the Guarantor upon the expiration of the term of fulfillment of the indebtedness.

7. "Main Contract" refers to the contracts entered into by and between the Creditor and the Debtor during the validity period of the guarantee line stipulating in detail the sum of each indebtedness, term of fulfillment of such indebtedness and the rights and obligations thereunder.

Article II Creditor's Right to be Secured The creditor's right to be secured hereunder is all the creditor's rights arising during the validity period of the guarantee line between the Creditor and the Debtor under the maximum principal limit of the guarantee.

Article III Validity period of the Guarantee Line

I. The validity period of the guarantee line shall commence from November 1, 2007 and end on November 1, 2008.

II. The date of the indebtedness guaranteed hereunder shall be within the validity period of the guarantee line but the maturity date of each indebtedness may exceed the maturity date of the validity period of the guarantee line, i.e. no matter whether the maturity date of each indebtedness of the Debtor exceeds the maturity date of the validity period of the guarantee line or not, the Guarantor shall undertake the joint and several guarantee liability of the guaranteed creditor's right.

Article IV Maximum Principal Limit of the Guarantee

I. The maximum principal limit of the guarantee hereunder is (currency: RMB) seventy million.

II. Within such maximum principal limit, regardless of the times and the sum of each time of the creditor's right between the Creditor and the Debtor, the Guarantor shall undertake the joint and several guarantee liability of all the outstanding indebtedness (including the principal, interest, penalty interest, compound interest, default penalty, damages, expenses involved in the realization of the creditor's right by the Creditor and etc.) under such maximum principal limit.

Article V Form of Guarantee The guarantor shall undertake the joint and several guarantee liability hereunder. In the event the Debtor, for whatever reason, fails to pay the due and payable indebtedness pursuant to the Main Contract (including the indebtedness withdrawn earlier by the Creditor for any breach by the Debtor or the Guarantor), the Guarantor shall undertake the joint and several guarantee liability pursuant to this Contract.

Article VI Scope of Guarantee The scope of guarantee hereunder shall be all the outstanding creditor's right (including the principal, interest, penalty interest, compound interest, default penalty, damages, expenses involved in the realization of the creditor's right by the Creditor and etc.) arising during the validity period of the guarantee line under the maximum principal limit of the guarantee.

Article VII Term of Guarantee

(1) The term of guarantee of each indebtedness hereunder shall be two years, commencing from the expiration date of the term of fulfillment of each main indebtedness.

(2) In the event the financing under a certain Main Contract is to be matured in batches or in installments, the term of guarantee of each batch or each installment shall be two years, commencing from the expiration date of the term of fulfillment of each batch or installment of the main indebtedness.

(3) In the event the Creditor withdraw the indebtedness earlier, it shall be deemed that the term of fulfillment of the main indebtedness is expired earlier and the term of guarantee of such indebtedness shall be earlier accordingly. The expiration date of the term of fulfillment of the indebtedness under issuing the bank acceptance bill, issuing the letter of credit and issuing the letter of guarantee shall be the date of advance by the Creditor.

In the event the Creditor declares the pre-maturity of the main indebtedness, the expiration date of the term of fulfillment of the indebtedness shall be the date of pre-maturity declared by the Creditor.

Article VIII Payment upon Claim The indebtedness of the Guarantor hereunder shall be payment upon claim, i.e. if the Creditor submit to the Guarantor a indebtedness collection notification indicating the guarantee contract number and the outstanding indebtedness, the Guarantor shall immediately fulfill the obligation of repayment upon receiving such notification.

Article IX Statements and Warranties

I. Statements by the Guarantor

1. The commitment of guarantee by the Guarantor hereunder shall be valid for all the indebtedness within the validity period of the guarantee line and the maximum principal limit. The Guarantor will not proceed the guarantee formalities every time unless requested by the Creditor.

2. The Guarantor hereby irrevocably authorizes the Creditor to deduct, without any legal procedure, the amount from any of the Guarantor's accounts with any of the Creditor's organizations to repay the indebtedness and other expenses that shall be undertaken by the Guarantor.

3. The Guarantor has not concealed any of the following event happened or to happen that may cause the Creditor not to accept it as a Guarantor:

(1) The Guarantor or its main officer is involved in material violation of discipline or law or in any event of claim of compensation;

(2) Pending litigation or arbitration event;

(3) Any kind of indebtedness undertaken by the Guarantor or it is in debt or any guarantee or mortgage (pledge) security of the Guarantor;

(4) Any event of default by the Guarantor under any other contracts;

(5) Other condition that may affect the financial status or guarantee ability of the Guarantor.

4. The documents, materials, statements and vouchers provided by the Guarantor to the Creditor shall be authentic and effective.

5. The Guarantor understands clearly the business scope and authorization limitation of the Creditor.

6. The Guarantor has fully read all the articles hereunder. As per the Guarantor's request, the Creditor has made corresponding article explanations regarding this Contract. The Guarantor has completely known and fully understood the meaning of the articles hereunder and the corresponding legal consequences.

7. The Guarantor is entitled to enter into this Contract.

II. Warranties by the Guarantor:

1. Within the validity period of this Contract, the Guarantor will not transfer its assets in any way, waive or negatively fulfill the creditor's right or impair the Creditor's interest or get rid of the indebtedness by any other means.

2. In the event the Debtor is claimed of repayment by the Guarantor and simultaneously requested by the Creditor of any payment under the Main Contract, the Guarantor agrees that the Debtor shall give priority to the repayment of the indebtedness owed to the Creditor.

3. In the event the Debtor and the Guarantor have entered into or are going to enter into a counter guarantee contract regarding the guarantee liability hereunder, such counter guarantee contract shall not, legally or actually, impair any of the Creditor's right hereunder.

4. Before completing the fulfillment of all the obligations hereunder, the Guarantor shall notify the Creditor in writing in advance if it changes of its property right or adjusts its operating procedure (including but not limited to entering into joint venture or cooperation contract with foreign investors or investors from Hong Kong, Macao or Taiwan; cancellation of registration, closed, stopping production, transferring production or change; scission, merging, acquiring or to be acquired; restructuring, building or rebuilding into a stock company or investment company; becoming a shareholder of or invest in a stock company by its fixed assets such as premises, machinery, equipment and etc. or its intangible assets such as the trademark, patent, know-how, land use right and etc.; conducting transactions of property right or operating right by leasing, contracting, pooling, trusteeship and etc.; conducting any other organizational changes or changing the nature of business).

5. Before completing the fulfillment of the obligations hereunder, if the Creditor requires to add or change the form and subject of the guarantee, the Guarantor warrants that it will provide the new form and subject of the guarantee that is accepted by the Creditor.

6. The Guarantor warrants that it will notify the Creditor in writing immediately upon any event of default hereunder or under any contracts, guarantee contracts or other contracts entered into with any department or organization of the Creditor, other banks or non banking financial institutions or entities.

7. If the Guarantor wants to establish, change or cancel any registration with the state administration of industry and commerce or other relevant government departments, it will notify the Creditor prior to the application and immediately send the relevant registration copies to the Creditor after the registration.

Article X Change of the Main Contract Guaranteed The Guarantor confirms that the change of the Main Contract agreed by the Creditor and the Debtor shall be deemed that the prior consent of the Guarantor has already been obtained and shall not notify the Guarantor. The guarantee liability of the Guarantor shall not be released thereby.

Article XI Liability of Breach

I. Any of the following shall constitute breach by the Guarantor:

1. The Guarantor fails to fulfill the statements and warranties of Article IX hereunder;

2. The Guarantor's credit status deteriorated, or other events that will reduce its guarantee ability occurs;

3. The Guarantor breaches any other obligations stipulated hereunder.

II. If the Guarantor breaches the Contract, the Creditor is entitled to take one or more of the following measures, and the Guarantor hereby irrevocably authorizes the Creditor to take the measure under Section 7 of this article without any legal procedure:

1. Set up a time limit to cure the breach;

2. Require the Guarantor to provide a new sufficient and effective guarantee;

3. Declare the pre-maturity of the term of fulfillment of the main indebtedness and require the Guarantor to undertake the joint and several guarantee liability immediately;

4. Require the Guarantor to pay a default penalty at percent of the maximum principal limit of the guarantee;

5. Require the Guarantor to compensate the losses that can not be covered by the amount of the default penalty;

6. Legally repeal the conduct by the Guarantor that impairs the Creditor's interest;

7. Deduct the amount of any account of the Guarantor to repay the indebtedness within the scope of the guarantee;

8. Legally ask the Guarantor to undertake the joint and several guarantee liability, responsibility of breach and the relevant responsibility of compensation of the indebtedness within the scope of guarantee.

Article XII Independence of the Force of the Contract The force of this Contract shall be independent from the Main Contract. All or part of the Main Contract being invalid shall not affect the validity of this Contract. If the Main Contract is deemed as invalid, the Guarantor shall still undertake, according to this Contract, the joint and several guarantee liability of the indebtedness formed under the returning of properties or compensation of damages by the Debtor.

Article XIII Notification

I. Any notification or other communications hereunder shall be made in writing and sent to the other party according to the address or other contact methods set forth herein.

II. If the above contact methods of any party hereof is changed, such party shall immediately notify the other party.

III. Any notification or communications sent according to the above addresses (if the address is changed, according to the changed address) shall be deemed as delivered on the following dates:

(1) If by mail, it shall be 5 working days after it is sent by registered mail;

(2) If by courier, it shall be 3 working days after it is sent;

(3) If by fax, if shall be the date sent;

(4) If it is sent in person, it shall be the date the addressee signs and accepts.

Article XIV Dispute Resolution The laws of the People's Republic of China shall be applicable to the execution, enforcement, interpretation, performance and resolution of dispute of this Contract. Any dispute arising from the performance of this Contract shall be resolved through consultation; if it can not be resolved through consultation, it shall be resolved in accordance with the first of the following options:

1. Legal action at the court of jurisdiction over the area where the Creditor is located; or

2. Application for arbitration with / Arbitration Commission in accordance with their arbitration rules effective at the date of application. The award of the arbitration is final and shall be binding on both parties. During the course of action or arbitration, the articles of this Contract that are not involved in the dispute shall continue to be performed.

Article XV Effectiveness

I. This Contract shall come into effect upon the date this Contract is signed or sealed by both parties involved.

II. After the effectiveness, the Main Contracts entered into by the Creditor and the above Debtor shall not be confirmed every time by the Guarantor unless the Creditor requests.

Article XVI Text of the Contract This Contract is executed in four counterparts, one for each Party to this Contract and .

Article XVII Miscellaneous

I. During the time limit agreed in Section I of Article III herein, if the series of contracts, agreements and other legal documents entered into by and between the Creditor and the Debtor to form the debtor-creditor relationship are not secured by the guarantee of this Contract, it shall be specified in the relevant contracts, agreements and other legal documents.

II. In the event the Guarantor agrees that during the validity period of the guarantee line, the trade acceptance bill accepted or endorsed by the Debtor may be discounted (including rediscount) by the Creditor through a holder of such bill, the discount agreement by and between the holder and the Creditor shall be deemed as the Main Contract guaranteed hereby and within the scope of guarantee hereof. The Guarantor agrees to undertake the joint and several guarantee liability according to the stipulations hereunder.

III. The application for letter of credit (i.e. the IRREVOCABLE DOCUMENTARY CREDIT APPLICATION) submitted by the Debtor to the Creditor within the validity period of the guarantee line and the letter of credit issued thereunder and the Main Contract amended into this Contract shall be within the scope of guarantee hereof. The Guarantor agrees to undertake the joint and several guarantee liability according to the stipulations hereunder.

IV. The Guarantor undertakes that when the Debtor fails to fulfill the obligation as agreed, no matter whether the Creditor has other security (including but not limited to guarantee, mortgage, pledge, letter of guarantee, standby letter of creditor and other method of security) for the creditor's right under the Main Contract or not, the Creditor is entitled to require the Guarantor directly to undertake all the guarantee liabilities hereunder without first exercise other security rights.

Article XVIII Other Matters Agreed

(No text on the rest of this page)

The Guarantor has read through the above articles and the Creditor has made corresponding explanations as per the Guarantor's request. The Guarantor has no objection about the content.

Guarantor (Seal): Creditor (Seal): China Electric Equipment Group Evergrowing Bank, Nanjing Co., Ltd. (Seal) Branch (Seal) Legal Representative (Responsible Responsible Person or Authorized Person) or Authorized Representative Representative (Signature or Seal) (Signature or Seal) Lu Tingxiu (Seal) Yang Qiang (Seal) Date Signed: November 1, 2007 Date Signed: November 1, 2007

12 Exhibit 4.59 English Translation

Guarantee Contract

Agricultural Bank of China

Guarantee Contract

No. 32901200700008764

Creditor (Full Name): Agricultural Bank of China, Nanjing Yuhuatai Sub-branch Guarantor (Full Name): (1) China Electric Equipment Group Co., Ltd. (2) (3)

WHEREAS, in order to ensure the proper and truthful execution of the Loan Contract (No. 32101200700015673 ) (hereinafter referred to as "the Main Contract") entered into by and between CEEG (Nanjing) PV-Tech Co., Ltd. (hereinafter referred to as "the Debtor") and the Creditor, the Guarantor agrees to provide the Debtor with the security of guarantee for the indebtedness formed under the Main Contract. Pursuant to the relevant laws and regulations of People's Republic of China, the parties concerned have entered into this Contract after an agreement through consultation.

Article I Creditor's Right to be Secured; Amount of Principal The Creditor's right to be secured is a Short-term Working Capital Loan, with its principal amount being (currency and amount in words) RMB Fifty Million.

Article II Scope of Guarantee The guarantee shall cover all the expenses for the enforcement of the Creditor's right, which include the principal, interest, penalty interest, compound interest, default penalty, damages, litigation cost and attorney's fee related to the indebtedness under the Main Contract.

Article III Form of Guarantee The guarantee under this Contract is a guarantee with joint and several liability. If more than one guarantor are involved in the guarantee under this Contract, the joint and several liability shall be jointly shared by the guarantors concerned.

Article IV Term of Guarantee

1. The term of guarantee shall be two years beginning from the maturity date of Debtor's repayment obligation under the Main Contract.

2. For the bill acceptance, deduction and exemption guarantee, the term of guarantee shall be two years beginning from the date of advance by the Creditor.

3. For acceptance of commercial discount draft, the term of guarantee shall be two years beginning from the expiry date of the commercial draft.

4. If the Creditor and the Debtor have reached an agreement on the extension of the term of performance of the indebtedness under the Main Contract, the Guarantor shall continue to undertake the guarantee obligation. The term of guarantee shall be two years beginning from the termination of the extended term of performance of the indebtedness as specified in the said agreement.

5. In case of a circumstance as regulated in the relevant laws or regulations or specified in the Main Contract which leads the Creditor to declare pre-maturity of the indebtedness under the Main Contract, the term of guarantee shall be two years beginning from the date of pre-maturity of the indebtedness as demanded by the Creditor.

Article V Guarantor's Undertakings

1. The Guarantor has obtained the authorization as required hereunder to provide the guarantee according to relevant regulations and procedures.

2. The Guarantor shall provide authentic, complete and effective financial statements, articles of association as well as other relevant materials and information with the Creditor and accept Creditor's supervisions and inspection over its production operation and financial condition.

3. If the Debtor fails to perform the obligations as specified in the Main Contract, the Guarantor shall voluntarily undertake the unfulfilled obligations.

4. If the Guarantor fails to perform his guarantee obligations as agreed in this Contract, the Creditor is entitled to deduct the corresponding amount directly from any account of the Guarantor.

5. The Guarantor shall give a written notice to the Creditor immediately if any of the following events occur:

(1) A change in name, address, legal representative or means of contact.

(2) A change in the subordinate relation and staffing of the senior management, amendment to the Articles of Association or an adjustment to the corporate structure.

(3) Deterioration of financial situation, serious difficulties in production and business, or being involved in a major litigation or arbitration.

(4) Cessation of production, going out of business, cessation of production for rectification or applied for bankruptcy, restructuring;

(5) Revocation or cancellation of business license, closedown or other dissolution events;

(6) Any circumstance that may adversely affect the enforcement of the Creditor's right by the Creditor.

6. If the Guarantor intends to take any of the following actions, he shall apply a fifteen-day written notice in advance for a written consent from the Creditor:

(1) The Guarantor changes its corporate structure or management, including but not limited to contracting, leasing, reform of stockholding system, joint operation, merger, acquisition, divestiture, joint venture, asset transfer, application for suspension of business for regulatory measures, application for dissolution and application for bankruptcy.

(2) The Guarantor provides guarantee for the indebtedness of a third party or utilizes his major asset as a mortgage or pledge guarantee for his own or a third party's debt, which may affect his performance of obligations under this Contract.

Article VI Undertaking of guarantee liability 1. Under any of the following situations, the Creditor shall be entitled to require the Guarantor to undertake the guarantee liability. In case that the repayment made by the Guarantor is not sufficient to pay up the creditor's rights guaranteed hereunder, the Creditor shall be entitled to have the principal, interest, penalty interest, compound interest or expenses repaid by such repayment at its sole discretion.

(1) The Debtor fails to repay the loan upon expiration under the Main Contract. "Expiration" refers to the expiration of the loan as specified in Main Contract and earlier expiration upon the rules and regulations or stipulations as specified in the Main Contract for early termination;

(2) The Debtor, the Guarantor's bankruptcy application have been accepted by the people's court or reconciliation;

(3) Revocation or cancellation of business license, closedown or other dissolution events occur to the Guarantor;

(4) The Debtor, Guarantor's death or declaration of disappearance or death.

(5) The Guarantor break the obligations hereunder;

(6) Any circumstance that may materially adversely affect the enforcement of the Creditor's right .

2. If the Debtor provides both collateral and guarantee to secure his indebtedness, the Creditor is entitled to ask the Guarantor to undertake his guarantee obligations over all the indebtedness undertaken as before the collateral comes into effect.

3. If the Debtor provides collateral and the Creditor waives such right or in case of change of security right, the Guarantor agrees to undertake his guarantee obligations over all the indebtedness undertaken as before the collateral comes into effect. Such security right refers to the collateral provides by the Debtor as guarantee in connection with the creditor's rights under the Main Contract.

Article VII Liability of Breach 1. After effectiveness of the Contract, the Creditor shall compensate for the losses incurred to the Guarantor in case that the Creditor fails to perform the agreed obligations;

2. The Guarantor shall pay a default penalty to the Creditor in amount of 30% of the principal creditor's rights hereunder, and compensate for the losses incurred, if any, in full, in if any of the following events occur: (1) The Guarantor fails to get the valid authorization required hereunder;

(2) The Guarantor fails to provide the true, complete and valid financial statements, articles of association or other related material and information;

(3) The Guarantor fails to inform the Creditor in time in case that the events under Article V occur;

(4) The Guarantor take the actions under Articles VI without Creditor's prior consent;

(5) Any circumstance that may materially adversely affect the enforcement of the Creditor's right or breach of contract.

Article VIII Dispute Resolution Any dispute arising from the performance of this Contract shall be resolved in accordance with the first of the following options:

1. Legal action at the court of jurisdiction over the area where the Creditor is located; or

2. Application for arbitration with / Arbitration Commission in accordance with their arbitration rules effective at the date of application. During the course of dispute, the parties concerned shall continue to perform the terms of this Contract that are not involved in the dispute.

Article IX Miscellaneous

1. The Guarantor has received and read the Main Contract.

Article X Effectiveness This Contract shall come into effect upon the date this Contract is signed or sealed by the two parties involved.

Article XI This Contract is executed in four counterparts, one for each Party to this Contract, the Borrower and accounting counter. All the counterparts shall have the same legal effect.

Article XII Special Notice The Creditor has furnished the Guarantor with a complete and accurate understanding of all the printed provisions of this Contract and has made, upon the request of the Guarantor, corresponding explanations over the relevant provisions under this Contract. Both parties to this Contract have reached an agreed understanding of the meanings and implications of this Contract.

Creditor (Signature or Seal): Guarantor (Signature or Seal): Agricultural Bank of China, Nanjing Yuhuatai Wuxi Guofei Green Energy Co., Ltd (Seal) Sub-branch (Seal) Responsible Person: Legal Representative: Or Authorized Representative: /s/ Or Authorized Representative: /s/ Guarantor (Signature or Seal): /s/ Tingxiu Lu Guarantor (Signature or Seal) Legal Representative: Legal Representative: Or Authorized Representative: Or Authorized Representative:

Date Signed: December 27, 2007 Location Signed: 50 Hanzhongmen Street, Nanjing

6 Exhibit 4.60 English Translation

Contract No.: Jiang Ning Nong Xin Bao Zi [2008-01-034-1]

GUARANTEE CONTRACT

DEBTOR: CEEG (NANJING) PV-TECH CO., LTD.

GUARANTOR: CHINA ELECTRICAL EQUIPMENT GROUP CO., LTD.

CREDITOR: NANJING JIANGNING DISTRICT RURAL CREDIT COOPERATIVE, JINBO COOPERATIVE

NANJING JIANGNING DISTRICT RURAL CREDIT COOPERATIVE

JANUARY 24, 2008

GUARANTEE CONTRACT

Jiang Ning Nong Xin Bao Zi [2008-01-034-1]

Debtor (Full Name): CEEG (Nanjing) PV-Tech Co., Ltd.

Creditor (Full Name): Nanjing Jiangning District Rural Credit Cooperative, Jinbo Cooperative

Guarantor (Full Name): China Electrical Equipment Group Co., Ltd.

In order to secure the full performance of the Loan Contract (No. 2008-01-034, hereinafter referred to as "Main Contract") signed by the CEEG (Nanjing) PV-Tech Co., Ltd. (hereinafter referred to as "Debtor") and Nanjing Jiangning District Rural Credit Cooperative, Jinbo Cooperative (hereinafter referred to as "Creditor"), China Electrical Equipment Group Co., Ltd. (hereinafter referred to as "Guarantor") has received, read and understood the Main Contract, and hereby agrees to provide the suretyship for the debt between the Debtor and the Creditor under the Main Contract. This Contract is entered into by and among all parties in accordance with the Contract Law, Guaranty Law of the People's Republic of China and other relevant laws and regulations, through the negotiation among all parties, with the terms and conditions as follows:

ARTICLE 1 CATEGORY AND AMOUNT OF THE PRINCIPAL CREDITOR'S RIGHT SECURED The principal creditor's right to be secured hereunder is a short-term loan, and the amount of principal (currency and in word) is RMB Fifteen Million Yuan Only.

ARTICLE 2 SCOPE OF GUARANTEE The scope of guarantee hereunder includes the principal of the debt under the Main Contract, interest, overdue interest, penalty interest, compound interests, service charges, liquidated damages, damages and costs of enforcing the creditor's rights, including but not limited to legal costs, costs of enforcement, costs for preservation, costs of identification, attorney fees and traveling costs, as well as other costs and expenses incurred from enforcement of the creditor's rights.

ARTICLE 3 FORM OF GUARANTEE The guarantee under this Contract is a guarantee with joint and several liability. If more than one guarantor are involved in the guarantee under this Contract, the joint and several liability shall be jointly shared by the guarantors concerned.

ARTICLE 4 TERM OF GUARANTEE 4.1. The term of guarantee shall be two years beginning from the maturity date of Debtor's repayment obligation under the Main Contract.

4.2. For the bill acceptance, deduction and exemption guarantee, the term of guarantee shall be two years beginning from the date of advance by the Creditor.

4.3. For acceptance of commercial discount draft, the term of guarantee shall be two years beginning from the expiry date of the commercial draft.

4.4. If the Creditor and the Debtor have reached an agreement on the extension of the term of performance of the indebtedness under the Main Contract, the Guarantor shall continue to undertake the guarantee obligation. The term of guarantee shall be two years beginning from the termination of the extended term of performance of the indebtedness as specified in the said agreement.

4.5. In case of a circumstance as regulated in the relevant laws or regulations or specified in the Main Contract which leads the Creditor to declare pre- maturity of the indebtedness under the Main Contract, the term of guarantee shall be two years beginning from the date of pre-maturity of the indebtedness as demanded by the Creditor.

ARTICLE 5 UNDERTAKINGS OF THE GUARANTOR 5.1 The Guarantor will provide true, complete and valid financial statements and other relevant materials and information, and agree that the Creditor may inspect and supervise over its production, business operation and financial activities.

5.2 The Guarantor will provide the Creditor with the information regarding the any other debt assumed by the Guarantor and/or the particulars regarding such debt.

5.3 When providing the guarantee hereunder, the Guarantor is not subject to any action or arbitration proceeding.

5.4 The Guarantor shall supervise the Debtor to the Main Contract to use the loan for the purpose as specified in Main Contract, and repay the principal and interest in accordance with the Main Contract. The validity of this Contract will not be affected by the fact that the Debtor fails to use the loan for the purpose as specified in Main Contract.

5.5 Should the Guarantor fail to perform its guarantee obligation according to this Contract, the Creditor is entitled to directly deduct the relevant amount from any account of the Guarantor.

5.6 Upon occurrence of any of the following events, the Guarantor shall send a written notice to the Creditor within fifteen days:

5.6.1 A change in the subordinate relation and staffing of the senior management, amendment to the Articles of Association or an adjustment to the corporate structure.

5.6.2 Cessation of production, going out of business, cancellation of registration or revocation of business license.

5.6.3 Deterioration of financial situation, serious difficulties in production and business, or being involved in a major litigation or arbitration.

5.6.4 A change in name, address, legal representative or means of contact.

5.6.5 Any circumstance that may adversely affect the enforcement of the Creditor's right by the Creditor.

5.7. If the Guarantor intends to take any of the following actions, he shall apply a fifteen-day written notice in advance for a written consent from the Creditor:

5.7.1 The Guarantor changes its corporate structure or management, including but not limited to contracting, leasing, reform of stockholding system, joint operation, merger, acquisition, divestiture, joint venture, asset transfer, application for suspension of business for regulatory measures, application for dissolution and application for bankruptcy.

5.7.2 The Guarantor provides guarantee for the indebtedness of a third party or utilizes his major asset as a mortgage or pledge guarantee for his own or a third party's debt.

5.8 If the Debtor provides collateral as a guarantee to secure his indebtedness, the Guarantor shall continue to undertake his guarantee obligations over all the indebtedness undertaken as before the collateral comes into effect.

5.9 If the Creditor transfers the principal creditor's rights to any third party according to the law during the guarantee term, the Guarantor shall continue to be bound by the guarantee obligations within the guarantee scope and term as specified herein.

ARTICLE 6 EFFECT OF THE GUARANTEE CONTRACT This Contract is independent from the Main Contract, and invalidity of the Main Contract will not affect the validity of this Contract. In that case, the Guarantor shall still perform its obligations and assume the joint and several liabilities hereunder within the scope of guarantee as specified in Article 2 hereof.

The guarantee of joint and several liabilities hereunder is irrevocable, and the effectiveness and validity of this Contract will not be affected by execution of any legal document or any other contract by the Guarantor and any other third party lender. During the term of guarantee, the Guarantor may not terminate this Contract by whatever reason.

ARTICLE 7 LIABILITIES FOR BREACH OF CONTRACT 7.1 Upon effectiveness of this Contract, the Creditor and the Guarantor shall perform their own obligations hereunder. If either party hereto fails to perform its obligations hereunder, it shall assume the liabilities for breach of contract accordingly and indemnify the other party against all losses and damages resulting therefrom.

7.2 Should the Guarantor violate any provision hereof and refuses to perform its obligation of guarantee hereunder, the Lender may report it to the relevant authority and make an announcement on the public announcement.

ARTICLE 8 DISPUTE SETTLEMENT Any dispute arising from or in connection with performance of this Contract shall be settled by both parties through friendly negotiations, or through the 1st option listed below: 8.1 Action: to file an action before the people's court where the Creditor located;

8.2 Arbitration: to submit the dispute to for arbitration (full name of the arbitration institution) according to the arbitration rules of the said arbitration institution)

During the course of dispute, the parties concerned shall continue to perform the terms of this Contract that are not involved in the dispute.

ARTICLE 9 MISCELLANEOUS

ARTICLE 10 EFFECTIVENESS This Contract shall come into effect upon the date this Contract is signed or sealed by the parties hereto.

Invalidity of the Main Contract will not affect the validity of this Contract, and the Guarantor shall still perform its obligations and assume the liabilities hereunder within the scope of guarantee as specified in Article 2 hereof.

ARTICLE 11 All notices sent by the Creditor to the Guarantor in connection with this Main Contract shall be delivered to the mailing address as indicated in this Contract. Should the Guarantor change its mailing address, it shall timely send a written notice to the Creditor; otherwise, the notice sent by the Creditor to the address before such change shall be deemed as duly delivered after a reasonable period.

ARTICLE 12 This Contract shall be executed in three original copies, one for each party hereto with the same legal effect.

ARTICLE 13 SPECIAL STATEMENT The Creditor has furnished the Guarantor with a complete and accurate understanding of all the printed provisions of this Contract and has made, upon the request of the Guarantor, corresponding explanations over the relevant provisions under this Contract. Both parties to this Contract have reached an agreed understanding of the meanings and implications of this Contract.

Creditor: Nanjing Jiangning District Rural Credit Cooperative, Jinbo Cooperative (Seal)

Principal: /s/ or Responsible Person: /s/

Guarantor: China Electrical Equipment Group Co., Ltd. (Corporate Seal)

Legal Representative (Principal): Lu Tingxiu (Seal) or Authorized Representative:

ID No.:

Mailing Address:

Tel:

Date:

Signed at: Nanjing Jiangning District Rural Credit Cooperative, Jinbo Cooperative

6 Exhibit 4.61 English Translation

GUARANTEE CONTRACT

Contract No.: Y2123007066

Guarantor (Party A): China Electrical Equipment Group Co., Ltd. Registered Address: No. 6, Shuige Road, Jiangning Economy & Technology Development Area, Nanjing

Zip Code: 211000

Legal Representative (Principal): Lu Tingxiu

Fax: 52095926 Tel: 52095926

Creditor (Party B): Construction Bank of China, Nanjing Xinjiekou Sub-branch Registered Address: No. 117, Jiangzhong Road, Nanjing

Zip Code: 210029

Principal: Yang Chao

Fax: 84701351 Tel: 84701439

In order to secure the performance of the RMB Loan Contract (No. Y2123007066, hereinafter referred to as "Main Contract") signed by CEEG (Nanjing) PV-Tech Co., Ltd. (hereinafter referred to as "Debtor") and Party B, ensure realization of the creditor's rights of Party B, Party A hereby agrees to provide the guarantee of joint and several liabilities for the debts of the Debtor under the Main Contract. Now, therefore, both parties hereby enter into this Contract through negotiation and with the terms and conditions as follows:

ARTICLE 1 SCOPE OF GUARANTEE The scope of guarantee hereunder shall be second of the following options: 1st Option: All debts under the Main Contract, including but not limited to all principals, interests (including compound interest and penalty interest), liquidated damages, compensation, amounts payable by the Debtor to Party B (including but not limited to service charges, telecommunication costs, incidental expenses and bank costs refused by the overseas beneficiaries), as well as costs of enforcement of the creditor's rights and the security right (including but not limited to the legal cost, arbitration cost, property preservation cost, traveling cost, enforcement cost, assessment cost, auction cost, notarization cost, service cost, public announcement cost and attorney's fee, etc).

2nd Option: The principal of RMB Fifty Million Yuan and the interests (including compound interest and penalty interest) under the Main Contract, liquidated damages, compensation, amounts payable by the Debtor to Party B (including but not limited to service charges, telecommunication costs, incidental expenses and bank costs refused by the overseas beneficiaries), as well as costs of enforcement of the creditor's rights and the security right (including but not limited to the legal cost, arbitration cost, property preservation cost, traveling cost, enforcement cost, assessment cost, auction cost, notarization cost, service cost, public announcement cost and attorney's fee, etc).

ARTICLE 2 FORM OF GUARANTEE The guarantee under this Contract is a guarantee with joint and several liability.

ARTICLE 3 TERM OF GUARANTEE The term of guarantee provided hereunder shall be as from the effective date of this Contract and within two years from the due date of the debts specified in the Main Contract. Should Party A accept the extension of the term of debts, the term of guarantee shall be extended to two years beginning from the termination of the extended term of performance of the indebtedness as specified in the extension agreement. Should Party B declare pre-maturity of the indebtedness under the Main Contract, the guarantee shall be effective until two years beginning from the date of pre-maturity of the indebtedness. Where the debts are to be performed in installments under the Main Contract, the guarantee for each installment of debt shall be effective till a period of two years beginning from the expiry date of the last installment of debt.

ARTICLE 4 INDEPENDENCE OF GUARANTEE CONTRACT This Contract is independent from the Main Contract, and inexistence, ineffectiveness, whole or part invalidity, cancellation or termination of the Main Contract will not affect the effectiveness of this Contract. Where the Main Contract is held as inexistence, ineffectiveness, whole or part invalidity, cancellation or termination, Party A shall also be jointly and severally liable for the obligations resulted from returning the property or indemnity of losses by the Debtor.

ARTICLE 5 CHANGE TO THE MAIN CONTRACT 5.1 Where Party B and the Debtor agree to amend the Main Contract (including but not limited to any amendment to the currency of repayment, method of repayment, loan account number, repayment account number, withdrawal schedule, repayment schedule, interest commencement date, interest settlement date, change to the effective date or expiration date of the debts without extension of the term of debts), Party A shall agree to the undertake the guarantee with joint and several liabilities against the debts under the amended Main Contract.

Where Party B and the Debtor agree to extend the term of debts or increase the amount of the principal of loans without the prior consent of Party A, Party A shall undertake the guarantee with joint and several liabilities against the debt under the Main Contract before such amendment.

5.2 Party A's liabilities of guarantee will no be reduced or exempted upon occurrence of any of the following circumstances: 5.2.1 Restructuring, merger, consolidation, division, increase or reduction of capital, joint venture, association or change of name of Party B or the Debtor; or

5.2.2 Party B subcontracts any third party to perform its obligations under the Main Contract.

5.3 Ineffectiveness, invalidity, cancellation or termination of assignment of any creditor's right or debt under the Main Contract will not release Party A from the guarantee of joint and several liabilities to Party B hereunder.

ARTICLE 6 GUARANTEE LIABILITY 6.1 When the debts under the Main Contract is due or Party B declare pre-maturity of the indebtedness according to the Main Contract or the law, and the Debtor fails to timely or fully discharge the debts or the Debtor violates any other provision of the Main Contract, Party A shall immediately perform its obligations within the scope of guarantee specified herein.

6.2 Notwithstanding any other security for the creditor's rights of Party B under the Main Contract (including but not limited to guarantee, mortgage, pledge, letter of guarantee, standby letter of credit or otherwise), notwithstanding the effectiveness or validity of such other security and notwithstanding any claim of Party B to any other person providing such other security, whether any third party agrees to assume all or part of debts under the Main Contract and whether such other security is provided by the Debtor or not, Party A's guarantee liabilities hereunder will not be reduced or exempted. Party B may directly demand Party A to assume the liabilities within the scope of guarantee specified herein and Party A will not make any objection.

6.3 Where Party A only provides the guarantee for part of debts under the Main Contract, Party A hereby agrees that Party A shall assume its liabilities for those outstanding debts within the scope of guarantee specified herein, even if any part of debts under the Main Contract is discharged due to discharge of the Debtor, realization of any other security right by Party B or any other reason.

6.4 Where Party A only provides the guarantee for part of debts under the Main Contract and the debts under the Main Contract are not fully discharged after Party A has discharged its liabilities of guarantee hereunder, Party A hereby undertakes that its claim (or exercise in advance) of subrogation or recourse against the Debtor or any other person providing the security will not impair the interests of Party B, and agrees that the discharge of the debts under the Main Contract shall be prior to the enforcement of Party A's subrogation or recourse.

To put it more specific, prior to the full realization of Party B's creditor's rights: 6.4.1 Party A undertakes that it will not claim its subrogation or recourse against the Debtor or any other person providing the security; where Party A has realized such right due to whatever cause, the amounts obtained therefrom shall be in priority used to discharge the outstanding debts owing to Party B;

6.4.2 Where any real security is provided for the debts under the Main Contract, Party A undertakes that it will not claim against such real security or the proceeds from disposition of such real security by exercise of its subrogation or any other reason, and such real security and the proceeds from disposition of the same shall be in priority used to discharge the outstanding debts owing to Party B; and

6.4.3 Where the Debtor or any other person providing security provides any countersecurity to Party A, Party A undertakes that all amounts obtained from such countersecurity shall be in priority used to discharge the outstanding debts owing to Party B.

6.5 Party A has fully understood the risk of interest rate. Where Party B adjusts the interest rate or the method of calculation or settlement of interests according to the Main Contract or any change to the national policy of interest rate, and such adjustment causes the increase of interest, penalty interest or compound interest to be paid by the Debtor, Party A shall also be jointly and severally liable for the increased part.

6.6 Where the Debtor owes any other due debt to Party B in addition to the debts under the Main Contract, Party B may directly deduct an amount in RMB or any other currency from any account opened by the Debtor with the business system of the Construction Bank of China to discharge any due debt, and Party A's liabilities of guarantee will not be reduced or exempted therefor.

ARTICLE 7 OTHER OBLIGATIONS OF PARTY A 7.1 Party A shall supervise over application (and usage) of the loan by the Debtor and accept the supervision from Party B over Party A's funds, assets and operation status; upon request of Party B, shall provide the financial statements and other relevant information, documents and materials, and shall ensure the accuracy, trueness, completeness and validity of such information, documents and materials; without written consent of Party B, Party A may not provide any security to any third party beyond its capacity of liquidity.

7.2 In the event of contracting, trust (or receivership), lease, restructuring, reduction of registered capital, investment, association, merger, consolidation, acquisition, division, joint venture, voluntary or involuntary close-down for rectification, voluntary dissolution, voluntary or involuntary bankrupt, change of controlling shareholder or actual controller, assignment of material assets, stoppage of production, shutdown, huge fine imposed by the authority, revocation or suspension of business license, material legal dispute, serious difficulty in business operation or deterioration of financial status, inability of legal representative or principal in performance of duties, or loss or possible loss of ability of security due to any other reason, Party A shall immediately send a written notice to Party B and shall assume, transfer or succeed the liabilities of guarantee hereunder according to the request of Party B, or provide another security accepted by Party B to secure the performance of the Main Contract.

7.3. In the event of any change to the name, legal representative (or principal), registered address, scope of business, registered capital or articles of association of Party A or any other particulars registered with the administration for industry and commerce, it shall send a written notice to Party B within three business days after such change, together with the relevant materials after such change.

ARTICLE 8 MISCELLANEOUS 8.1 Deduction of Account Payable With respect to the amount of account payable by the Party A hereunder, Party B may directly deduct an equivalent amount in RMB or any other currency from any account opened by Party A with the business system of the Construction Bank of China, without notice to Party A in advance. If it is necessary to go through the formalities for settlement or sale of exchange or transaction of exchange, Party A shall provide assistance to Party B and the risk of exchange rate shall be borne by Party A.

8.2 Use of Party A's Information Party A hereby agrees that Party B may inquire Party A's credit status from the credit information database or any relevant unit or department approved by the People's Bank of China and the credit information authority, and Party B may provide Party A's information to the credit information database approved by the People's Bank of China and the credit information authority. Party A further agrees that Party B may use and disclose Party A's information to the reasonable extent according to the business demand.

8.3 Public Announcement for Reminder Where Party A violates this Contract, Party B may report it to the relevant department or unit, or issue an announcement on the public media.

8.4 Evidentiary Effect of Party B's Record Unless it is otherwise proven by reliable and conclusive evidence, Party B's internal accounting records relating to the principal, interest, cost and repayment, and the documents and vouchers produced or kept by Party B relating to withdrawal, repayment, payment of interest by the Debtor, as well as the records or vouchers relating to Party B's reminder of the loan shall be deemed as the valid and conclusive evidence to prove the credits and debts under the Main Contract. Party A may not make any objection due to the reason that such records, notes, documents or vouchers are produced or kept by Party B.

8.5 Reservation of Rights Rights of Party B hereunder will not affect or preclude any other rights under the applicable laws, regulations and other contracts. Any toleration, extension, preference or delayed exercise of any right hereunder regarding any breach or delay shall not be deemed as waiver of any right or interest hereunder or permission or acceptance of any breach, and will not affect, preclude or obstruct the further exercise of such right or any other right, and will not cause Party B to assume any obligation and liability to Party A. Failure or delay in exercise of any right or remedy under the Main Contract by Party B will not reduce or release Party A's liabilities of guarantee hereunder. However, where Party B reduces or releases the debts under the Main Contract, Party A's liabilities of guarantee hereunder shall be reduced or released accordingly.

8.6 Dissolution or Bankrupt of the Debtor When Party A becomes aware that the Debtor is involved in a proceeding of dissolution or bankrupt, it shall immediately notify Party B to claim its creditor's rights and timely participate in the proceeding of dissolution or bankrupt, to exercise its recourse in advance. When Party A becomes aware or should have become aware that the Debtor is involved in a proceeding of dissolution or bankrupt, but it fails to exercise its recourse in advance, all losses and damages resulting therefrom shall be borne by Party A. Notwithstanding the second sentence of Article 8.5 above, where Party B enters into a settlement with the Debtor during the proceeding of bankrupt of the Debtor, or Party B accepts the restructuring arrangement, Party B's rights hereunder will not be prejudiced and Party A's liabilities of guarantee hereunder will not be reduced or released due to such settlement or restructuring arrangement. Party A may not challenge Party B's claim with the terms and conditions of such settlement agreement or restructuring arrangement. Party B may demand Party A to discharge the part of creditor's rights not discharged due to any compromise made by Party B to the Debtor under such settlement agreement or restructuring arrangement.

8.7 Dissolution or Bankrupt of Party A In the event of dissolution or bankrupt of Party A, even if the creditor's rights of Party B under the Main Contract are not mature, Party B may participate in Party A's liquidation or bankrupt proceeding and make a claim.

8.8 In the event of any change to the mailing address or contact information of Party A, Party A shall immediately send a written notice to Party B; otherwise, all losses and damages resulting therefrom shall be solely borne by Party A.

8.9 Dispute Settlement Any dispute arising from or in connection with performance of this Contract shall be settled by both parties through friendly negotiations; in case no settlement can be reached through negotiation, the 1st option listed below shall be referred to for settlement of the dispute: 8.9.1 To file an action before the people's court where Party B resides;

8.9.2 To submit the dispute to Arbitration Commission (at the place of ) for arbitration in accordance with its then effective arbitration rules. The award rendered thereby shall be final and binding upon both parties hereto.

Provisions of this Contract not involved in the dispute shall be performed during the action or arbitration.

8.10 Effectiveness This Contract shall become effective upon being duly executed by the legal representative (or principals) or authorized representative of Party A and the principal or authorized representative of Party B.

8.11 This Contract shall be executed in five (5) counterparts.

8.12 Other issues agreed by both parties.

; ; ; .

ARTICLE 9 PARTY A'S REPRESENTATIONS AND WARRANTIES 9.1 Party A has clearly understood the scope of business and scope of authorities of Party B.

9.2 Party A has read all terms and conditions of this Contract and the Main Contract. Upon the request of Party A, Party B has make explanations to the terms and conditions of this Contract and the Main Contract. Party A has fully known and understood the meaning and legal consequence of all terms and conditions of this Contract and the Main Contract.

9.3 Party A has the lawful qualification to act as the guarantor, and provision of the guarantee by Party A hereunder is in full compliance with the applicable laws, administrative regulations, rules and Party A's articles or association or internal organization documents, and such action has been approved by Party A's internal authority organization and/or by the competent government authority. All liabilities resulting from Party A's inability to execute this Contract, including but not limited to indemnity for Party B against all losses incurred therefrom, shall be borne by Party A.

9.4 Party A hereby confirms that it has fully understood the status of assets, debts, business operation, credit standing and reputation of the Debtor, as well as the qualification of the Debtor to execute the Main Contract and all contents of the Main Contract.

Party A (Seal): China Electrical Equipment Group Co., Ltd. (Seal) Legal Representative/Principal (or Authorized Representative) (Signature): /s/ Lu Tingxiu

November 15, 2007

Party B (Seal): Construction Bank of China, Nanjing Xinjiekou Sub-branch (Seal) Principal or Authorized Representative (Signature): /s/ Li Fang

November 15, 2007

8 Exhibit 4.62 English Translation

BANK OF SHANGHAI

GUARANTEE CONTRACT

(APPLICABLE TO INDIVIDUAL GUARANTEE FOR ENTITY)

Contract No.: B530208001102

Guarantor: Lu Tingxiu Home Tel: Mobile Phone: Place of Permanent Registered Residence: Changzhong City ID Card No.: 321124196105293532 Actual Living Address: Zip Code: Working unit: China Electrical Equipment Group Co., Ltd. Address: No. 88, Shengtai Road, Jiangning Economy & Technology Development Area, Nanjing Title: Chairman Tel: Zip Code: 211100 Email: Website: Fax:

Creditor: Bank of Shanghai, Nanjing Branch Tel: 86896810 Fax: 86896810 Principal Office: Peace Mansion, No. 22, Beijing Road (East), Nanjing Zip Code: 210008 Legal Representative (Principal): Xu Jianhua Fax: Authorized Representative): Fax: Email: Website:

This Contract is entered into by and among the Creditor, the Guarantor and Co-guarantors through friendly negotiation and in accordance with the Guaranty Law of the People's Republic of China and other applicable laws, regulations and rules, with the following terms and conditions: (Notes: For the purpose of this Contract, "¨" represents for the contents of option; "þ" represents for the selected option; and "x" represents for the rejected option.)

ARTICLE 1 PRINCIPAL CREDITOR'S RIGHT The principal creditor's right to be secured hereunder is a loan of RMB Thirty Million Yuan Only under the Loan Contract (No. 5302080011) signed by the Bank of Shanghai Nanjing Branch ("Lender") and CEEG (Nanjing) PV-Tech Co., Ltd. ("Borrower").

ARTICLE 2 TERM FOR PERFORMANCE OF OBLIGATION BY THE BORROWER The term of the debt owed by the Borrower is from February 2, 2008 to August 1, 2008. In case of any inconsistence between the debt term mentioned herein and the debt term indicated on the loan note, the debt term indicated on the loan note shall prevail.

3.2 Where the principal debt under the Loan Contract as mentioned in Article 2 hereof is to be repaid in several parts (such as installments) and the due date of each part of such debt is different, the term of guarantee provided by the Guarantor hereunder shall be two (2) years commencing from the due date of the last installment of the debt (as indicated on the loan note).

3.3 Where the Borrower breaches the Loan Contract and the Lender announces an earlier due date of the Loan, the Guarantor shall perform his obligations of guarantee hereunder in advance accordingly.

ARTICLE 4 SCOPE OF GUARANTEE þ The scope of guarantee hereunder shall include all aspects of the creditor's right under the Loan Contract as mentioned in Article 1 hereof, including the principal of loan, interest, penalty interest, liquidated damages, indemnity, costs of enforcing the creditor's right (including but not limited to the attorney's fee), as well as , etc.

¨ The scope of guarantee hereunder shall be .

ARTICLE 5 FORM OF GUARANTEE The guarantee provided hereunder is a guarantee with joint and several.

ARTICLE 6 NOTARIZATION If the Creditor considers it is necessary, the Guarantor shall go through the formalities for notarization of this Contract together with the Creditor, and the cost of notarization shall be borne by the Guarantor.

ARTICLE 7 WARRANTIES OF THE GUARANTOR 7.1 The Guarantor has fully understood all contents of the Loan Contract as mentioned in Article 1 hereof, and is willing to provide the guarantee with joint and several liabilities to the Creditor for the benefits of the Borrower.

7.2 The Guarantor is a natural person has full capacity for civil action to execute and perform this Contract.

7.3 All certificates, documents and materials provided by the Guarantor to the Creditor are true, lawful, complete and valid.

7.4 Execution and performance of this Contract by the Guarantor will not conflict with the execution and performance of any other contract.

7.5 The Guarantor has not concealed any serious disease, material debt, pending mediation, arbitration, action, claim, enforcement or any other event which may endanger the rights and interests of the Creditor.

ARTICLE 8 UNDERTAKINGS OF THE GUARANTOR 8.1 The Guarantor will accept and cooperate with the Creditor in the review on his qualification of guarantee, ability of repayment, credit status and investment status.

8.2 The Guarantor will provide the Creditor with all materials regarding his credit status, including but not limited to the return of individual income tax, deposit certificate and individual credit report, upon request of the Creditor.

8.3 The liabilities of guarantee provided by the Guarantor hereunder will not be affected by the Guarantor's promotion or demotion, change of his working place or working unit or any other similar event after execution of this Contract.

8.4 This Contract will not be terminated or adversely affected due to the death of the Guarantor. The Guarantor hereby agrees to assume his liabilities of guarantee with all his estate, and the estate administrator and successors shall be fully bound by this Contract.

8.5 In case that the Guarantor becomes aware that the Borrower is doing any act which may impair the rights and interests of the Creditor, the Guarantor shall immediately send a written notice to the Creditor; In case of any event which may affect the Guarantor's liabilities of guarantee, the Guarantor shall immediately send a written notice to the Creditor and take effective remedies.

8.6 In case that the Borrower fails to use the loan for the purpose as specified in the Loan Contract, the Guarantor shall still be subject to the liabilities of guarantee hereunder.

8.7 During the term of this Contract, the Guarantor and any co-guarantor (including any co-owns who owns or may own any property of the Guarantor based on the marriage or family relationship), who may affect the right of the Guarantor in disposition of his properties, may not intentionally transfer or destroy his properties.

8.8 In case that the Lender and the Borrower enter into an arrangement of extension of the loan period or revolving loans under the Loan Contract as mentioned in Article 1 hereof, the Guarantor shall still be subject to the guarantee with joint and several liabilities for the extended or revolving loans.

8.9 Without the written consent of the Creditor, the Guarantor may not provide any security to any third party.

8.10 In the event of any change to the Guarantor's personal information, such as place of permanent registered residence, actual living address, contact information, working unit, address of working place, title, business nature of the working unit or otherwise, the Guarantor shall send a written notice to the Creditor no later than the date next to the date of such change, together with the relevant materials.

ARTICLE 9 WARRANTIES AND UNDERTAKINGS OF THE CO-GUARANTOR 9.1 The co-guarantor has fully understood all contents of the Loan Contract as mentioned in Article 1 hereof, and is willing to provide the guarantee with joint and several liabilities to the Creditor for the benefits of the Borrower.

9.2 The co-guarantor has fully understood all contents of this Contract, and is willing to provide the guarantee of joint and several liabilities to the Creditor for the benefits of the Borrower.

9.3 The co-guarantor agrees to perform the obligations of guarantee as the co-guarantor with the joint and several liabilities.

ARTICLE 10 DEDUCTION When the debt is due or the Creditor announces an earlier due date in case of default by the Borrower, the Creditor may claim the payment of the debt against the Guarantor according to the laws and directly deduct the amount from the RMB or foreign currency account opened by the Guarantor with Bank of Shanghai (including all branches and sub-branches), and the Guarantor shall unconditionally waive all defenses therefor.

ARTICLE 11 NO WAIVER Unless it is waived in written forms, failure or delay in exercise of all or part of rights, or release or extension of any condition or procedure of the guarantee by the Creditor shall not be deemed as waiver of such rights.

ARTICLE 12 RESTRICTION ON RECOURSE Before the debt under the Loan Contract is fully discharged by the Borrower, The Guarantor shall not exercise its recourse against the Borrower, even if the Guarantor has discharged part of the debt for the benefits of the Borrower.

ARTICLE 13 EFFECTIVENESS 13.1 This Contract shall become effective upon the date when the Contract is executed or sealed by the Guarantor, co-guarantors and by the legal representative (or principal) or authorized representative of the Creditor with the corporate seal (including the special seal for credit loan contract) affixed hereto.

13.2 The invalidity or partly invalidity of the Loan Contract as mentioned in Article 1 hereof will not affect the validity of this Contract. The Guarantor shall be jointly and severally liable for the civil liabilities of the Borrower due to invalidity or partly invalidity of the Loan Contract.

13.3 In case that the debt under the Loan Contract is discharged and such discharge is held as invalid according to the applicable laws and administrative regulations, the Guarantor shall still be subject to the liabilities of guarantee and such liabilities will not be restricted by the term of guarantee and the limitation of actions.

ARTICLE 14 AMENDMENT AND TERMINATION 14.1 Any amendment or supplementation to this Contract or any part hereof shall be mutually negotiated by both parties and be set forth in the written supplementary agreements.

14.2 Any document releasing or reducing the liabilities of the guarantee of the Guarantor shall not come into affect until such document is executed or sealed by the Guarantor, co-guarantors, and the legal representative (or principal) of the Creditor, with the corporate seal.

ARTICLE 15 CHANGE OR ASSIGNMENT OF THE MAIN CONTRACT 15.1 During the term of guarantee, if the Lender and the Borrower change the amount, currency or interest rate as specified in the Loan Contract without the consent of the Guarantor, the Guarantor shall still be subject to the liabilities of guarantee for the changed contract, where the debt of the Borrower is reduced; or the Guarantor shall not be subject to the liabilities of guarantee for the increased part of debt, where the debt of the Borrower is increased. Where the term of Loan Contract is changed by the Lender and the Borrower, the term of guarantee shall be changed accordingly.

15.2 During the term of guarantee, where the Creditor assigns all or part of the creditor's rights under the Loan Contract to any third party according to the law and notifies the Guarantor of such event, the guarantee right shall be assigned concurrently and the Guarantor shall be jointly and severally liable for the guarantee to the Assignee within the scope of guarantee specified herein.

ARTICLE 16 DISPUTE SETTLEMENT 16.1 Any dispute arising from the performance of this Contract may be settled through friendly negotiations between both parties hereto; or either party hereto may file an action with a competent people's court where the Creditor is located. During the course of dispute, the parties concerned shall continue to perform the terms that are not involved in the dispute.

16.2 Where this Contract is compulsorily notarized, the Creditor may directly enforce its creditor's right against the Guarantor according to the laws when the loan is due or the Creditor announces an earlier due date of the loan due to breach of the Borrower.

ARTICLE 17 SUPPLEMENTARY ARTICLES

ARTICLE 18 REMINDER The Creditor has asked the Guarantor to pay attention to the terms and conditions of this Contract regarding the release of or restriction on the obligations and liabilities of the Creditor.

ARTICLE 19 NOTICE 19.1 All notices between both parties shall be in written forms and sent to the address of principal business office or actual residential place of both parties as mention first above.

19.2 A notice shall be deemed as duly delivered on the following date, if it is duly sent to the address mentioned above: the date indicated in the postmark, if it is sent by registered mail; or the date of receipt, if it is sent by personal delivery.

ARTICLE 20 ISSUES NOT COVERED HEREUNDER Any issue not covered hereunder shall be subject to the applicable laws, regulations, rules and relevant stipulations of the People's Republic of China.

ARTICLE 21 COUNTERPARTS This Contract shall be made and executed in three (3) originals, one for the Creditor, one for the Guarantor and for the notarization office or any other institution. The number of counterparts is to be determined in light of the demand.

Creditor: (Seal) Bank of Shanghai, Nanjing Branch

Legal Representative (or Principal) or Authorized Representative: /s/ Xu Jianhua

Date: February 2, 2008

Signed at: Nanjing

Guarantor: /s/ Lu Tingxiu (Signature)

Guarantor: (Personal Seal)

Date: February 2, 2008

Signed at: Nanjing

Co-Guarantor: (Signature) Co-Guarantor: (Signature) (Personal Seal) (Personal Seal) Date: Date: Signed at: Signed at:

7 Exhibit 4.63 English Translation

BANK OF SHANGHAI

GUARANTEE CONTRACT FOR LOANS

Contract No.: B530208001101

Guarantor: China Electrical Equipment Group Co., Ltd. Tel: Registered Address: No. 88, Shengtai Road, Jiangning Economy & Technology Development Area, Nanjing Zip Code: 211100 Principal Business Office: Zip Code: Legal Representative (Principal): Lu Tingxiu Fax: Authorized Representative: Fax: Banker of Basic Account: Industrial and Commercial Bank of China, Jiangning Economic Development Area Sub-branch

A/C No.: 4301021119100105444 E-mail: Website:

ARTICLE 3 TERM OF GUARANTEE 3.1 The term of guarantee provided by the Guarantor hereunder shall be two (2) years commencing from the due date of the debt owned by the Borrower as mentioned in Article 2 hereof. Where the principal debt under the Loan Contract as mentioned in Article 2 hereof is to be repaid in several parts (such as installments) and the due date of each part of such debt is different, the term of guarantee provided by the Guarantor hereunder shall be two (2) years commencing from the due date of the last installment of the debt (as indicated on the loan note).

3.2 Where the Borrower breaches the Loan Contract and the Lender announces an earlier due date of the Loan, the Guarantor shall perform his obligations of guarantee hereunder in advance accordingly.

¨ The scope of guarantee hereunder shall be .

ARTICLE 5 FORM OF GUARANTEE The guarantee provided hereunder is a guarantee with joint and several.

ARTICLE 7 WARRANTIES AND UNDERTAKINGS 7.1 The Guarantor hereby warrants that: 7.1.1 The Guarantor is a corporationþ, public service unit¨, other unit¨, lawfully incorporated and registered with the administration for industry and commerceþ, competent authority¨ and duly existing under the laws of China, and has passed the annual inspection according to the laws, and has the full qualification and competence to execute and perform this Contract;

7.1.2 The Guarantor possesses a valid loan certificate issued by the People's Bank of China, Shanghai Branch, and the said loan certificate has passed the annual inspection;

7.1.3 Execution and performance of this Contract are fully in compliance with its articles of association and will not conflict with any other existing contract;

7.1.4 The Guarantor has fully understood all contents of the Loan Contract as mentioned in Article 1 hereof, and is willing to provide the guarantee of joint and several liabilities to the Lender for the benefits of the Borrower;

7.1.5 All financial and accounting reports provided hereunder, including the balance sheet, statement of income and loss, statement of cash flow, as well as all notes to such statements and the financial status statement, are in compliance with the accounting laws of China and the uniform accounting system of China, and true, lawful, complete and valid, and there is no materially adverse change to its financial and credit status since the Borrower applies for the loan; and

7.1.6 It has not concealed any pending mediation, arbitration, action, claim, enforcement or any other violating or illegal event possibly impairs the rights and interests of the Lender.

7.2 The Guarantor hereby undertakes that: 7.2.1 The monthly financial and accounting report shall be submitted on or before the 15th day of the following month. The annual financial and accounting report shall be audited by a qualified accountant firm and an audit report shall be issued therefor, and the annual financial and accounting report shall be submitted before the end of March in the following year, in case of a non-public listing company, or before the end of April in the following year, in case of a

public company. In the event of increasing capital and issuance of new shares or distribution of dividends by the public company, an audited semi-annual financial and accounting report shall be submitted before the end of August according to the applicable provisions. All financial and accounting reports must be executed and sealed by the legal representative, as well as the corporate seal of the Guarantor affixed;

7.2.2 The Guarantor will provide the name of banks and the account number;

7.2.3 The Guarantor will accept and cooperate with the Creditor in the review on its qualification of guarantee, scope of authorities, credit status and ability of repayment;

7.2.4 Upon occurrence of any event which may impair the qualification of guarantee, scope of authorities or ability, the Guarantor shall immediately send a written notice to the Creditor and take effective remedies;

7.2.5 Where the Borrower commits any act which may impair the rights and interests of the Creditor, the Guarantor shall immediately send a written notice to the Creditor;

7.2.6 If the Guarantor intends to provide any security which may affect its performance of obligations under this Contract during the term of this Contract, it shall obtain the written consent from the Creditor in advance;

7.2.7 Upon occurrence of any material event, such as merger, acquisition, consolidation, association, cooperation, joint venture, division, contracting, lease, external investment, restructuring, assignment of assets, close-down, stoppage of business, dissolution, bankrupt, the Guarantor shall send a written notice to the Creditor at least thirty days in advance and provide an alternative repayment plan which is accepted by the Creditor;

7.2.8 In the event of any change to the company name, corporate seal, articles of association, location, mailing address, telephone number, zip code, banker and account number, principal business office, legal representative (or principal), authorized representative, registered capital, corporation category, business scope or operation term, it shall send a written notice to the Creditor no later than the date following the date of such change, together with the relevant materials; and

7.2.9 Where the Borrower fails to use the loan for the purpose as specified in the Loan Contract, the Guarantor shall still be subject to the liabilities of guarantee hereunder.

ARTICLE 8 DEDUCTION When the debt is due or the Creditor announces an earlier due date in case of default by the Borrower, the Creditor may claim the repayment of the debt against the Guarantor according to the law and directly deduct the amount from the account opened by the Guarantor with Bank of Shanghai (including all branches and sub-branches), and the Guarantor shall unconditionally waive all defenses therefor.

ARTICLE 9 NO WAIVER Unless it is waived in written forms, failure or delay in exercise of all or part of rights, or release or extension of any condition or procedure of the guarantee by the Creditor shall not be deemed as waiver of such rights.

ARTICLE 10 SUBROGATION Before the debt under the Loan Contract is fully discharged by the Borrower, the Guarantor may not exercise its recourse against the Borrower, even if the Guarantor has discharged part of the debt for the benefits of the Borrower.

ARTICLE 11 EFFECTIVENESS 11.1 This Contract shall become effective upon the date when the Contract is executed or sealed by the legal representative (or principal) or authorized representative of both parties, with the official seal (including contract seal or special contract seal) affixed.

11.2 This Contract shall remain effective upon occurrence of any of the following circumstances: 11.2.1 The invalidity or partly invalidity of the Loan Contract as mentioned in Article 1 hereof will not affect the validity of this Contract. The Guarantor shall be liable for the civil liabilities of the Borrower due to invalidity or partly invalidity of the Loan Contract.

11.2.2 The debt secured by the guarantee hereunder is fully discharged, but the discharge is held as invalid according to the applicable laws and regulations.

ARTICLE 12 AMENDMENT AND TERMINATION 12.1 Any amendment or supplementation to this Contract or any part hereof shall be shall be mutually negotiated by both parties and be set forth in the written agreements.

12.2 During the term of this Contract, the Creditor may assign all or part of creditor's rights under the Loan Contract to any third party according to the law, and notify the Guarantor of such event. After the assignment of the creditor's rights, the Guarantor shall still be liable to the guarantee with joint and several liabilities within the scope of guarantee specified herein.

ARTICLE 13 DISPUTE SETTLEMENT 13.1 Any dispute arising from the performance of this Contract may be settled through friendly negotiations between both parties hereto; or either party hereto may file an action with a competent people's court where the Creditor is located. During the course of dispute, the parties concerned shall continue to perform the terms that are not involved in the dispute.

13.2 Where this Contract is compulsorily notarized, the Creditor may directly enforce its creditor's right against the Guarantor according to the laws when the loan is due or the Creditor announces an earlier due date of the loan due to breach of the Borrower.

ARTICLE 14 SUPPLEMENTARY ARTICLES

ARTICLE 15 REMINDER The Creditor has asked the Guarantor to pay attention to the terms and conditions of this Contract regarding the release of or restriction on the obligations and liabilities of the Creditor.

ARTICLE 16 NOTICE 16.1 All notices between both parties shall be in written forms and sent to the address of principal business office or actual residential place of both parties as mention first above.

16.2 A notice shall be deemed as duly delivered on the following date, if it is duly sent to the address mentioned above: the date indicated in the postmark, if it is sent by registered mail; or the date of receipt, if it is sent by personal delivery.

ARTICLE 17 ISSUES NOT COVERED HEREUNDER Any issue not covered hereunder shall be subject to the applicable laws, regulations, rules and relevant stipulations of the People's Republic of China.

ARTICLE 18 COUNTERPARTS This Contract shall be made and executed in three (3) originals, one for the Creditor, one for the Guarantor and for the notarization office or any other institution. The number of counterparts is to be determined in light of the demand.

Creditor: (Seal) Bank of Shanghai, Nanjing Branch

Legal Representative (or Principal) or Authorized Representative: /s/ Xu Jianhua

Date: February 2, 2008

Signed at: Nanjing

Guarantor: China Electrical Equipment Group Co., Ltd.(Seal)

Legal Representative (or Principal) or Authorized Representative: Tingxiu Lu (Seal)

Date: February 2, 2008

Signed at: Nanjing

7 Exhibit 4.64 English Translation No. 2008 Nian Shou Zi No.210101523

China Merchants Bank

Credit Granting Agreement

China Merchants Bank Nanjing Branch

Credit Granting Agreement

No. 2008 Nian Shou Zi No.210101523

Credit Grantor: China Merchants Bank Co., Ltd. Nanjing Branch (hereinafter referred to as "Party A")

Legal representative/main responsible person: Gu Quan

Credit Granting Applicant: CEEG (Nanjing) PV-tech Co., Ltd. (hereinafter referred to as "Party B")

Legal representative: Lu Tingxiu

Upon Party B's application, Party A agrees to provide credit line to Party B for its use. In accordance with relevant laws and regulations, Party A and Party B, through adequate negotiations, hereby enter into this Agreement, on and subject to the terms and conditions as set forth below.

Article 1 Credit Line 1.1 Party A will provide a credit line of RMB 120 million (including the amounts in other currencies, subject to the foreign exchange rates as published by Party A when businesses take place, as below) to Party B.

Credit line means the highest limit of the aggregate of the outstanding balances of the loans, trade financings, bill discounts, commercial bill acceptances, bank guarantees, overdrafts of legal person account, domestic factoring, , and other credit grants that can be used continuously and cyclically and which are provided by Party A for Party B according to the "Credit Granting Agreement" within the credit granting period.

"Trade financing" includes L/C issue, import bill advance, letter of guarantee for the release of goods, import collection bill advance, package loan, export bill purchase, export collection bill purchase, import/export remittance financing, short-term credit insurance financing, export factoring with recourse, , and other business types.

1.2 Where Party B applies to Party A for the domestic factoring without recourse, Party A's claims for the accounts receivable (transferred to Party A) of Party B in this business uses the credit line hereof; where Party B applies to Party A for the domestic factoring with recourse or export factoring with recourse, the leveraged buyout funds provided by Party A to Party B in this business uses the credit line hereof.

1.3 The above credit line does not include the corresponding credit granting portion of the guaranty fund or guaranty of pledge by certificate of deposit provided by Party B or any third party with respect to the specific business under this Agreement (as below).

¨ 1.4 Outstanding balances, if any, of the specific businesses under the original credit granting agreement (No.: 2007 Nian Shou Zi No.210808723) signed by Party A and

Party B as from the effective date of this Agreement are automatically covered by this Agreement and directly use the credit line under this Agreement (if this provision is not applicable, please mark "×" in ¨).

Article 2 Credit Granting Period Credit granting period is 6 months, i.e. from January 17, 2008 to July 15, 2008. Party B shall make line use applications to Party A within this period and Party A does not accept the line use applications made by Party B after the expiry date of credit granting period hereof, unless otherwise provided for herein.

Article 3 Use of Credit Line 3.1 Type and scope of line

The above credit line is (please mark "Ö" in either of the following two options): ( ) 3.1.1 Comprehensive credit line: the business types and amounts about use of credit line as agreed upon by both parties are as follows:

3.1.1.1 ;

3.1.1.2 ;

3.1.1.3 ;

3.1.1.4 ;

Besides, Party B ("can" or "cannot") use the line hereof on a regulation basis.

( ) 3.1.2 Single credit line for working capital loan.

3.2 Within credit granting period, Party B can cyclically use credit line, but subject to one by one application by Party B and to one by one examination and approval by Party A. The amount, term, purpose, etc of each loan or other credit grant can be specified in the specific business contract (including IOU)or agreement to be signed by both parties or the relevant business application submitted by Party B to Party A and accepted by Party A.

The foregoing specific business contracts, agreements or relevant business applications are collectively referred to as "Individual Contracts". Under the domestic factoring without recourse, the "Notice of Transfer of Accounts Receivable Claim" issued by Party A to Party B is deemed as the "Individual Contract" between both parties after Party B signs for confirmation.

3.3 The use term of each loan or other credit grant within the credit line shall be determined according to Party B's business needs and Party A's business management regulations. The expiry date of each specific business may be later than the expiry date of credit granting period.

Article 4 Interest and Expenses The loans within credit line, financing interest rate and expenses relating to relevant businesses are subject to the provisions of the Individual Contracts.

Article 5 Guaranty Clauses 5.1 As for all the debts owed by Party B to Party A under this Agreement, standby L/C issued by the Offshore Department of the Head Office acts as the joint responsibility guarantor and shall issue to Party A an irrevocable letter of maximum amount guarantee; and/or

5.2 As for all the debts owed by Party B to Party A under this Agreement, uses all its or lawfully disposable properties as mortgage (pledge). A guarantee contract is to be signed by both parties.

Article 6 Party B's Rights and Obligations 6.1 Party B's rights 6.1.1 Request Party A to provide the loans or other credit grants within the credit line based on the conditions as set forth herein;

6.1.2 Use credit line according to the provisions of this Agreement;

6.1.3 Request Party A to keep confidential the information on production, operation, properties, account, etc provided by Party B, unless otherwise stipulated by laws;

6.1.4 Transfer debts to any third person with Party A's consent.

6.2 Party B's obligations 6.2.1 Provide the documents required by Party A (including, but not limited to, provide its true financial statements and annual financial report as well as significant decisions and changes relating to production, operation and management according to the period required by Party A) and the information on all account opening banks, account numbers and deposit/loan balances, and assist in Party A's investigation, examination and check;

6.2.2 Accept the supervision by Party A of its use of credit funds and its production, operation and financial activities;

6.2.3 Use loans and/or other credit grants based on the provisions of this Agreement and the Individual Contracts and/or committed purpose;

6.2.4 Repay and pay the debt principals and interest of the loans, advances and other credit grants on time and in full according to the provisions of this Agreement and the Individual Contracts;

6.2.5 Obtain Party A's written consent if all or part of the debts under this Agreement are transferred to any third person;

6.2.6 Should any of the following situations occur with Party B, Party B shall forthwith report to Party A and actively assist Party A in taking the measures for the safe payment of the debt principals and interest of the loans, advances and other credit grants under this Agreement as well as any and all relevant expenses: 6.2.6.1 Party B suffers from significant financial losses, asset losses or other financial crisis;

6.2.6.2 Party B provides loan or suretyship guaranty or provides guaranty of mortgage or pledge through its proprietary properties (rights) for the benefit of any third party or so as to protect any third party from losses;

6.2.6.3 Party B is involved in merger (annexation), division, reorganization, equity (contractual) joint venture, property right (equity) transfer, joint-stock restructuring, etc;

6.2.6.4 Party B is wound up or dissolved or files an application for bankruptcy or an application for bankruptcy is filed against it or its business license is cancelled;

6.2.6.5 Party's controlling shareholder and other affiliates suffer from serious operational or financial crisis, thus affecting Party B's normal operation;

6.2.6.6 The key related-party transactions with its controlling shareholder and other affiliates affect Party B's normal operation;

6.2.6.7 Party B is involved in any lawsuit, arbitration or criminal or administrative punishment that has a significantly adverse influence on Party B's operational or property situation;

6.2.6.8 Other significant matters that may affect Party B's debt-repaying ability.

Article 7 Party A's Rights and Obligations 7.1 Party A's rights 7.1.1 Request Party B to pay the debt principals and interest of the loans, advances and other credit grants under this Agreement and the Individual Contracts on time;

7.1.2 Request Party B to provide the materials relating to the use of credit line;

7.1.3 Know Party B's production, operation and financial activities;

7.1.4 Supervise Party B to use the loans and/or other credit grants according to the purpose as set forth in this Agreement and the Individual Contracts;

7.1.5 Directly make deductions from Party B's account to cover the outstanding debts of Party B under this Agreement and the Individual Contracts;

7.1.6 Other rights as specified in this Agreement.

7.2 Party A's obligations 7.2.1 Extend loans or provide other credit grants to Party B within the credit line according to the conditions of this Agreement and the Individual Contracts;

7.2.2 Keep confidential the information on Party B's properties, finance, production and operation, unless otherwise stipulated by laws and regulations or otherwise required by regulatory body.

Article 8 Party B hereby warrants that: 8.1 Party B is an entity with the status of legal person, which is incorporated in accordance with and validly exists under Chinese laws and has the full civil capacity to sign and perform this Agreement;

8.2 Party B has obtained the full authority from the board of directors or any other authorizing institution to sign and perform this Agreement;

8.3 The documents, materials and vouchers about Party B, guarantor, mortgagor (pledgor) and mortgaged (pledged) property provided by Party B are true, accurate, complete and valid and do not contain the significant errors or omissions not complying with the facts;

8.4 Party B will fully comply with the Individual Contracts, letter of commitment about L/C issue signed and provided to Party A by Party B, trust receipt and other relevant documents.

8.5 When this Agreement is signed, there are no lawsuits, arbitrations or criminal or administrative punishments as may have a significantly adverse influence on Party B or Party B's substantial properties and it is predicted that the lawsuits, arbitrations or criminal or administrative punishments of such kind will not occur during the performance of this Agreement. Otherwise, Party B shall forthwith inform Party A;

8.6 Party B will be engaged in business activities in full accordance with state laws and regulations as well as its business scope as set out in its business license or lawfully approved business scope and handle annual inspection procedures of registration on time;

8.7 Party B will maintain or increase the existing operation and management level, ensure the maintenance and appreciation of value of existing assets, not give up any due claims and not dispose of exiting substantial properties without compensation or in other inappropriate means;

8.8 Party B will not liquidate other long-term debts in advance without Party A's permission;

8.9 When this Agreement is signed, Party B has no other significant events that may affect Party B's performance of its obligations under this Agreement.

Article 9 Other Expenses The credit investigation, check and notarization expenses relating to this Agreement as well as the lawyer's expenses, litigation expenses, traveling expenses, announcement expenses, fee of service and all other expenses paid by Party A to realize claims when Party B fails to pay its outstanding debts under this Agreement on time shall be borne by Party B. Party B authorizes Party A to directly deduct them from its bank account opened at Party A. In case of any shortfall, Party B shall pay it upon receipt of Party A's notice, without needing Party A to provide any certificate.

Article 10 Defaults and Handling 10.1 Any of the following situations that occur with Party B is deemed to constitute a default: 10.1.1 In violation of the provisions of Article 6.2.1 hereof, Party B provides false information to Party A, conceals important facts or does not assist in Party A's investigation, examination and check, which may damage Party A's interests;

10.1.2 In violation of the provisions of Article 6.2.2 hereof, Party B does not accept or evades the supervision of its use of credit funds and its relevant production, operation and financial activities by Party A, which may damage Party A's interests;

10.1.3 In violation of the provisions of Article 6.2.3 hereof, Party B fails to use the loans and/or other credit grants according to the purpose as specified in this Agreement and the Individual Contracts, which may damage Party A's interests;

10.1.4 In violation of the provisions of Article 6.2.4 hereof, Party B fails to pay the debt principals and interest of the loans, advances and other credit grants on time and in full according to the provisions of this Agreement and/or the Individual Contracts;

10.1.5 In violation of the provisions of Article 6.2.5 hereof, Party B transfers the debts under this Agreement to any third person, which may damage Party A's interests;

10.1.6 Party B violates the provisions of Article 6.2.6 hereof. When the situation as specified in this provision occurs, Party B fails to timely inform Party A or does not cooperate when Party A knows such situation and requests Party B to take further guarantee measures for the repayment of the debts under this Agreement or Party A is of the opinion that the situation is detrimental to the safe recovery of granted principals and interest;

10.1.7 Party B violates the provisions of Articles 8.1, 8.2 and 8.5 hereof, which may damage Party A's interests, or violates the provisions of 8.3, 8.4, 8.6, 8.7 and 8.8, but fails to make corrections immediately according to Party A's requirement, which may damage Party A's interests;

10.1.8 Other situations which, in Party A's opinion, will damage its lawful rights and interests.

10.2 Any of the following situations that occur with the guarantor shall be deemed to constitute a default when Party A is of the opinion that the situation may affect guarantor's guarantee ability and requests the guarantor to remove the adverse impact thus incurred or requests Party B to increase or change guarantee conditions, but the guarantor and Party B do not cooperate: 10.2.1 The situation similar to any of the situations as set forth in Article 6.2.6 hereof occurs;

10.2.2 When the guarantor issues the irrevocable letter of guarantee, it conceals its ability of assuming guaranty responsibility, or fails to obtain the authorization from authorizing organ;

10.2.3 The guarantor fails to handle the annual inspection procedures of registration on time;

10.2.4 The guarantor is sluggish in managing and collecting its due claims or disposes of existing substantial properties without compensation or in other inappropriate means.

10.3 Any of the following situations that occur with the mortgagor or pledgor shall be deemed to constitute a default when Party A is of the opinion that the situation may invalidate mortgage or pledge or devaluate mortgaged or pledged properties and requests the mortgagor or pledgor to remove the adverse impact thus incurred or requests Party B to increase or change guarantee conditions, but the mortgagor or pledgor and Party B do not cooperate: 10.3.1 Mortgagor has no ownership or right of disposal over the mortgaged or pledged properties or an ownership dispute about mortgaged or pledged properties exists;

10.3.2 Mortgaged or pledged properties have been leased out, sequestrated or put under supervision or statutory priority exists (including, but not limited to, priority of construction project payment), and/or Party B conceals their existence;

10.3.3 Without Party A's written consent, mortgagor transfers, leases out, re-mortgages or otherwise disposes of mortgaged property, or Party A gives its written consent, but the proceeds from disposal of mortgaged property are not used to pay the debts owed by Party B to Party A according to Party A's requirement;

10.3.4 Mortgagor does not appropriately manage, maintain and repair mortgaged property, thus causing mortgaged property to be considerably devaluated; or mortgagor's behavior directly jeopardizes mortgaged property, thus causing mortgaged property to be considerably devaluated; or within the term of mortgage, mortgagor fails to insure mortgaged property according to Party A's requirements.

10.4 Should any of the defaults as specified in Articles 10.1, 10.2 and 10.3 occur, Party A is entitled to take one or several measures below and Party B has no objection thereto: 10.4.1 Cut down the credit line under this Agreement or stop granting the loans still not used by Party B within the credit line and also stop providing the other credit lines still not used by Party B within the credit line;

10.4.2 Recall the loan principals already granted within credit line in advance, along with interest and relevant expenses;

10.4.3 As for the bills accepted or the letters of credit, bank guarantees, letters of guarantee for release of goods, etc issued by Party A within credit granting period, no matter whether Party A has made advances, Party A is entitled to request Party B to increase the amount of guaranty fund or transfer the deposits of the other account opened by Party B at Party A into Party B's guaranty fund account as the guaranty fund for paying Party A's advances under this Agreement in future, or put the corresponding funds in escrow so that Party A makes advances for Party B in future;

10.4.4 As for the accounts receivable claim transferred from Party B to Party A under the factoring business with recourse, Party A is entitled to give the "Notice of Buyback of Accounts Receivable", requesting Party B to immediately perform the buyback

obligation; as for the accounts receivable claim transferred from Party B to Party A under the domestic factoring business without recourse, Party A is entitled to forthwith exercise recourse against Party B;

10.4.5 Directly make deductions from Party B's settlement account and/or other account so as to cover all Party B's debts under this Agreement and the Individual Contracts;

10.4.6 Exercise recourse as per Article 13 below.

Article 11 Change and Termination This Agreement can be changed or terminated if Party A and Party B reach a written agreement through negotiations. This Agreement shall remain valid before this written agreement is reached. Neither party shall change, modify or terminate this Agreement unilaterally.

Article 12 Miscellaneous 12.1 No toleration or extension by Party A with respect to any default or delay of Party B or no delay on the part of Party A in exercising the interests or rights under this Agreement within the valid term of this Agreement shall damage, affect or limit any and all interests and rights of Party A as the creditor as specified by relevant laws, regulations and this Agreement or operate as Party A's permission of any default of this Agreement or as a waiver of the right concerning any default, whether now or in future.

12.2 Should this Agreement or any provision thereof be held illegal or invalid for whatever reason, Party B shall be liable for all its debts due to Party A under this Agreement. In this case, Party A is entitled to terminate this Agreement and forthwith dun for all debts owed by Party B under this Agreement from Party B.

12.3 All notices or requests required to be made under this Agreement between Party A and Party B shall be in writing and delivered to the following addresses. Any notice shall be deemed to be served on the other party: if by telex or telegram, when sent; if by mail, when delivered to post office:

Party A's correspondence address:

Party B's correspondence address:

If either party changes its correspondence address, it shall notify the other party in time, otherwise it shall bear the losses as may be thus incurred.

12.4 It is agreed by both parties that as for the business applications under trade financing business, Party B can affix reserved seal impression according to the "Power of Attorney of Reserved Seal Impression" provided to Party A and both parties acknowledge the effect of this seal.

12.5 The written supplementary agreements reached by Party A and Party B through negotiations with respect to anything not covered herein or changes as well as the Individual Contracts under this Agreement are annexed to this Agreement and form an integral part of this Agreement.

Article 13 Applicable Law and Settlement of Disputes 13.1 The formation and interpretation of this Agreement, along with settlement of disputes, shall be governed by the laws of the People's Republic of China. The rights and interests of both parties shall be protected by the laws of the People's Republic of China.

13.2 Any dispute arising from or out of the performance of this Agreement shall be settled by both parties through negotiations. In case no settlement can be reached, either party may (tick one option): ( ) 13.2.1 Bring a lawsuit with the people's court in the place where Party A is domiciled;

( ) 13.2.2 Submit the dispute to arbitration commission for arbitration;

( ) 13.2.3 Refer the dispute to (if this provision is chosen, tick one option below): ( ) China International Economic and Trade Arbitration Commission

( ) China International Economic and Trade Arbitration Commission Sub-commission

for arbitration in accordance with the arbitration rules concerning financial dispute.

13.3 After this Agreement and the Individual Contracts are notarized with the effect of enforcement, Party A can directly apply to the people's court of competent jurisdiction for enforcement when it makes recourse to the debts owed by Party B under this Agreement and the Individual Contracts.

Article 14 Effectiveness This Agreement shall become effective after it is signed or sealed by the duly authorized signatories of both parties and affixed with their respective common seals until the expiry date of the credit granting period or the date when all debts and other relevant expenses owed by Party B to Party A under this Agreement are paid up (whichever is later).

Article 15 This Agreement is executed in triplicate, with each of Party A, Party B and holding one (1) copy. All three copies shall have the same legal effect.

Party A (seal): China Merchants Bank Co., Ltd. Nanjing Branch (Seal)

Authorized signatory (signature or seal): Gu Quan (Seal)

Party B (seal): CEEG (Nanjing) PV-tech Co., Ltd. (Seal)

Authorized signatory (signature or seal): Lu Tingxiu (Seal)

Date: January 17, 2008

10 Exhibit 4.65 English Translation

Agreement on Co-Construction Transformer Substation

Contract No.: QT220070135

Party A: China Electric Equipment Group Co., Ltd. Address: Representative:

Party B: CEEG (Nanjing) PV-Tech Co., Ltd. Address: No. 123, West Focheng Road, Jiangning Economic & Technical Development Zone, Nanjing Representative:

WHEREAS Basic Information: In order to meet the production demand of Party A and Party B, both parties jointly make financial contribution for co-n construction of 110KV transformer substation. Party A is responsible for the whole construction of transformer substation, purchase of materials, civil engineering, installation, adjustment and initiation, conclusion of contracts with other party for the construction, undertaking the liabilities of contracts, and obtaining the license and relevant approval documents.

To clarify the rights and obligations of both parties, the terms and conditions are concluded as follows: 1. Location: Nanjing Science & Technology Park of China Electric Equipment Group Co., Ltd.

2. Project Schedule: electricity formally supplied in the late April 2008.

3. Total capacity of electric power and declared electricity utilization: 3.1 The total capacity of substation is 31500KVA.

3.2 Electricity utilization declared by both parties: (Unit: KVA)

Name of Company CEEG PV-Tech CEEG Declared Capacity 15000 11930

4. Total investment and expenses 4.1 Total investment for the project is predicted up to RMB 35,000,000 (RMB thirty-five million) and settled after construction according to actual expenses.

4.2 50% of the construction expenses are shared by both parties according to declared electricity utilization.

5. Payment Schedule of Construction Expenses (Unit: ten thousand RMB)

Time October Late October Early November Quality Assurance Deposit Amount 500 550 612.5 87.5 Payment of Party A 221.5 243.65 271.34 38.76 Payment of Party B 278.5 306.35 341.16 48.74 Note 55.7% of 50% of current investment amount shall be paid by Party B according to the construction schedule;

44.3% of 50% of current investment amount shall be paid by Party A according to the construction schedule.

6. Property right of substation

The property right of Party B to the substation accounts for 55.7% of total amount of property right of both parties.

7. Expenses of operation, maintenance and management of substation

The expenses resulting from operation, maintenance and management of the substation are shared by both parties according to the proportion of electricity utilization declared.

8. Declared capacity of electricity utilization and adjustment 8.1 Party B utilizes electricity according to the proportion of 55.7% of total capacity of electricity utilization of both parties. Party B may increase the capacity of electricity utilization upon the written consent of Party A.

8.2 In case of any adjustment of electricity utilization capacity, both parties shall undertake construction expenses according to new proportion of electricity utilization.

9. Quality Party A is liable for the substation construction in conformity with relevant national standards in order to pass the inspection conducted by relevant authorities for operation.

10. Liability for Breach of Contract If Party A or Party B fails to perform any of its obligations on time, it shall be settled by both parties through negotiation.

11. Jurisdiction Any dispute arising from the performance of this Contract shall be submitted to the people's court of first instance with jurisdiction where the substation is located.

12. Miscellaneous 12.1 Party B is entitled to supervise the course of substation construction, access to detailed investment information of the project and check the utilization of project expenses.

12.2 Party A is in charge of necessary external negotiation in connection with the performance of the Contract and operation during late period, while Party B shall provide the full cooperation, and undertake relevant obligations such as vehicle utilizations expenses, public relation expenses, etc.

12.3 The wastage of electricity in circuit and equipment shall be borne by both parties according to the proportion of electricity utilization declared.

12.4 Party A shall provide duplicates of all materials and documents with seal affixed such as finance, technique documents, contracts, approvals, etc to Party B for reference to the detailed information of the substation.

12.5 Any issues not included in this Contract shall be settled through negotiation between both parties.

12.6 This Contract is executed in quadruplicate with two counterparts for each party and becomes effective upon sealed.

(No text below)

Party A: China Electric Equipment Group Co., Ltd. (Seal)

Authorized representative: /s/

Date:

Party B: CEEG (Nanjing) PV-Tech Co., Ltd.

Authorized representative: /s/

Date: November 2, 2007

3 Exhibit 4.66

Sales Contract

Contract No.: XS120070301 Signed at: NANJING, CHINA Date: Sep.15, 2007

The Seller: CEEG (Nanjing) PV-TECH Co., Ltd. Add: NO.123, FoCheng West Road, Jiangning Economic & Technical Development Zone, Nanjing 211000, China Tel: +86-25-52766649 Fax: +86-25-52766882 contact person: Lynn You E-mail: [email protected] The Buyer: ALEO SOLAR AG Address: Gewerbegebiet Nord D-17291 Prenzlau Tel: +49 (0) 3984 83 28-200 Fax: +49 (0) 3984 83 28-205 contact person: Hanspeter Haseloff E-mail: [email protected]

Preamble

Both contractual parties operate in the photovoltaic sector, however in different fields of activity. BUYER produces solar modules and solar systems. CEEG operates in the photovoltaic cell (also referred to below as "cells") manufacturing sector.

The parties are willing to enter into a contract involving the supply in 2008 for a total of at least 30 MW solar cells by CEEG to BUYER .

This Agreement is not intended as a teaming, joint venture or other such arrangement.

Aleo intends to build mostly modules with a measured output of 170 watt and CEEG intends to supply the proper cells accordingly.

The undersigned Seller and Buyer agree to conduct transaction according to the terms and conditions stipulated below:

Goods description:

(€) Supply Quantity Unit Price Total Amount Description and Specifications duration per Year (MW) €/W FCA NANJING Monocrystalline silicon solar cell Cell size, pseudo square shape ( 125x125mm ) 1st half of 2008: EXW Nanjing Thickness: 10 MW € [****]*wp until € [****]* 235+40µm/-20 June 30th 2008 215+40µm/-20 2 busbars Average conversion efficiency >= 16.0% Year 2008 Minimum conversion efficiency 14.5% All the details on the parameter are shown on the appendix 1, which is 2nd half of 2008: price to be fixed before t.b.c. also an important part of this contract. 20 MW March 30,2008 target-price is € [****]*/wp Total 30 MW € EUR t.b.c.

1.2 Prices are valid EXW NANJING (ICC Incoterms 2000)

1.3. Price Price is stated in the Paragraph.1. The price is in EUR (€).

1.4 Price fixing and - adjustment The price for 1st half of year 2008 shall be fixed. Both parties agree to fix the price for the second half of 2008 before March 30th 2008.

1.5 Optional quantity The quantity of 30MW shall be fixed. An additional quantity of 10 MW shall be added optionally. Negotiations about this additional quantity and for the price of this additional quantity shall be finalized latest until June 1st 2008.

1.6 Duration of the contract: From January 1st 2008 to Dec 31st 2008.

* This portion of the Sales Contract has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 406.

2. Technical Requirement & Quality Standard: 2.1 The cells supplied will be monocrystalline cells with pseudo square shape.

The technical specifications of the cells to be supplied are contained in ANNEX 1 hereafter.

Each cell delivered to the Buyer must be prime product.

Cell power class will be graded per step of 0.25% efficiency point (for example 14.5%,14.75%,15.0%, 15.25%, 15.5%, 15.75%.)

It is expressively agreed between the Parties that the efficiency invoiced to the Buyer will be an average of the cell efficiency measured at the Seller premises. Measurement equipment used by Seller represents industry standard. The average of cell efficiency under this contract should be 16%. The tolerance acceptable should be ±3% of a batch of cells as to the label on the packaging.

2.2 Power losses in module production of 2% referring to the purchased cell power represent industry standard. In case of proved power-losses in the modules higher than 2,5%, the Seller will compensate the losses above 2.5%.

Powerlosses due to early-degradation of the cells measured according to the procedure in Annex 1 of this contract (Product Specification) based on module shall not be higher than 4% referring to the first measurement (flash-data). In case of proved power-losses in the modules due to early degradation the Seller will compensate the losses above 4% as well. Furthermore the Seller and the Buyer agree to continue on a close cooperation to understand the phenomena and to improve the performance of the cells immediately.

2.3 Due to the fact that the Buyer is manufacturing modules with bare hands, the fingerprints or any problem related to this handling will be within the Buyer's responsibility.

3. Procedure of delivery and payment schedule and conditions: 3.1 Payment schedule and conditions: For the year 2008 there will be three (maybe four) rates of prepayment. The first two rates will take place as shown in the table. The rate(s) for prepayment(s) for the second half of 2008 will be fixed before March 30th 2008.

3.2 Yearly payment schedule:

Prepayment Prepayment Time due for Payment for Delivery year Ratio amount prepayment remnant amount For the first half of 2008: € [****]*,- payable in December 2007 Invoices for each shipment shall include the deduction of the prepayment, against bank guarantee according to the table below.

€ [****]*,- payable in March 2008 against bank guarantee Year 2008 For the second half of 2008: t.b.c. 20% of the payable in June 2008 value for the Against bank guarantee. second half of 2008

3.3 bank guarantee: The seller shall provide the performance bank guarantee which shall be issued by first class Chinese bank and recognized by the buyer. The amount of bank guarantee will only be limited to the amount of the Prepayment. The buyer will fulfill the Prepayment against receiving the bank guarantees for the two rates of Prepayment for the first half of 2008. Having fixed the number and amount of prepayments for the second half of 2008, the buyer will fulfill the Prepayment against receiving the bank guarantees accordingly.

3.4 Invoices for each shipment shall include the deduction of the prepayment according to the following table.

Value of Shipment according to delivery Value of shipment including price 50% of invoice in Month Prepayment Mio € schedule in Mio € deduction in Mio € Mio € (first rate) (December 2007) [****]* January [****]* [****]* [****]* February [****]* [****]* [****]* March [****]* [****]* [****]* [****]* April [****]* [****]* [****]* May [****]* [****]* [****]* June [****]* [****]* [****]*

* This portion of the Sales Contract has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 406.

3.5 The Seller's Bank Information Bank Name: CHINA CITIC BANK NANJING BRANCH Bank Address: 348 Zhongshan Road, 210008, Nanjing, P.R.China BENEFICIARY: CEEG (NANJING) PV-TECH CO., LTD Account No.:077075182100000156 Swift code: CIBKCNBJ210

3.6 If the Buyer will cancel the contract without due cause according to § 8 and the written agreement between the two parties, the prepayment will not be refunded

In case of an early termination of the contract agreed by both parties, CEEG will refund the prepayment according to the undelivered quantity of cells.

3.7 Yearly payment schedule Seller will send over note of shipment notifying the Buyer the cells are ready to go. The Buyer's forwarder will pick up the cells within ten (10) days of shipment. The Buyer's forwarder will confirm the pick-up to the Buyer. Payment for first 50% of each shipment's balance will be transferred latest one day after day of pick up. The remnant 50% will effected within 15 days after the pick up date.

4. Delivery deadline and delivery conditions: 4.1 The seller shall provide the packing service and bear the packing cost for the delivered cells. The cells shall be packed as per the best industry practice that is suitable for long distance air transport. 4-12 cantons per package. And each package is equipped with one shock detector.

4.2 Delivery of cells shall be confirmed either by Seller or Buyer, and the carrier should be internationally recognized. Freight forwarder shall be nominated by the Buyer.

4.3 Loading and Shipment

4.3.1 Place of loading: Nanjing, China

4.3.2 Port of destination: Airfreight Berlin/Germany

4.3.3 Time of shipment:

4.4 Delivery schedule: From Jan 2008 to Dec 31st 2008.

Delivery Quantity (MW/ Delivery Schedule month) January 2008 1,6(+ 0,83) February 2008 1,6(+ 0,83) March 2008 1,6(+ 0,83) April 2008 1,6(+ 0,83) May 2008 1,8(+ 0,83) June 2008 1,8(+ 0,83) July 2008 3,33(+ 0,83) August 2008 3,33(+ 0,83) September 2008 3,33(+ 0,83) October 2008 3,34(+ 0,83) November 2008 3,34(+ 0,83) December 2008 3,33(+ 0,83)

4.5 Delay In case of delay of delivery Seller shall match up with the outstanding quantities within 15 working days (note of shipment).

4.6 Default In the event that Seller falls into default with the delivery of any part of the supply quantities as stipulated in this agreement, (even after the delay period of 15 working days Seller is still not able to match up with the outstanding quantities), Buyer has the right to demand a penalty of 0.5% per week up to a maximum of 2% of the purchase price for the supply quantity in default. The penalty shall be paid within 30 days of incurrence. This penalty shall be exclusive remedy for damages by Buyer because of the default.

5. Breakage 5.1 Transport breakage Up to 0.5% cell breakage in the packaging, based on monthly deliveries, is permissible.

The Seller shall replace any further broken cells in the packaging, assuming correct transport and handling, on re-delivery of the broken cells, in accordance with the stipulations of this contract. The Seller shall bear the consequential costs, as far as they are necessary.

If the breakage is caused by carrier's improper handling or any factor that the Seller cannot control, it should not apply.

5.2 Breakage During Lamination Process During the lamination process of the solar cells, while the operation is in accordance with the general industry standard, it may be in the event of finding the breakage, the responsibility for breakage-rates are as follows:

• Aleo will be responsible for the first 1.5% of the breakage

• CEEG will be responsible for the second 1.5% of the breakage

• In case the breakage will reach 3% aleo will stop production immediately and consult with CEEG.

Complaint reports will be provided by aleo in a monthly frequency.

The Seller shall replace broken cells in the Seller's responsibility. The Seller shall bear the consequential costs, as far as they are necessary.

6. Force-majeure: Neither of the contractual Parties shall be liable for partial or complete non-fulfillment of their obligations (excluding payment obligations not directly and adversely affected by the force Majuro event) under this CONTRACT as a result of force-Majuro, particularly natural disasters, war, unrest, suspension or interruption of operations due to extreme factors, change of policy on export drawback in exporting country and other events outside the control of the Parties. In such events, the Parties shall contact each other without delay with appropriate documentary evidence within fifteen (15) days of the occurrence of the event and discuss the measures to be taken. After receipt of the information, the obligations of the Parties shall be suspended. Nevertheless, the Parties undertake to re-enable the Contract's fulfillment by all technical and economically reasonable means. If the force-Majuro should continue beyond sixty (60) days, either party shall have the right to terminate this Contract by written notice.

7. Quality/Quantity discrepancy: 7.1 Any discrepancy of the quality should be given out within forty (40) working days after the arrival of the goods, and any discrepancy of quantity of goods should be given out within fifteen (15) days after the arrival of goods if the buyer claimed for compensation.

7.2 The Buyer shall examine Cells within a short period after arrival and anyway as soon as practicable under the circumstances on the final delivery site to find out defects and lack of performances with respect to the applicable technical specifications. Buyer shall give prompt written Test Report to the Seller of defects and lack of conformity of the Cells, at the latest within forty (40) working days from the date of arrival at the Buyer's premises. The test-report shall be accepted by the Seller as well.

The Buyer shall return the Cells with defects to the Seller. Freight, transportation and all other relevant necessary costs shall be borne by the Seller.

8. Termination 8.1 Neither party could cancel the contract without the other party's agreement after this contract entered into force. Each party should bear the whole loss of the other party if one party cancels the contract without the other party's agreement.

8.2 This Agreement only could be terminated in the event of: (i) The Seller's failure to comply with its obligations of supply under this Agreement, always provided that the Seller fails to remedy the default or the breach within a period of 15 days after being required to do so by the Buyer

(ii) The Buyer's failure to comply with its obligations of payment under this Agreement, always provided that the Buyer fails to remedy the default or the breach within a period of 15 days after receiving written notice from the Seller

(iii) The other Party becomes insolvent or a petition for bankruptcy or for a corporate reorganization or any similar relief is filed in respect of the other Party, or liquidation proceeding is commenced by or against the other Party.

8.3 In case of termination of the contract for good cause, the Seller shall repay the part of prepayment amount which is not deducted and/or for which the goods is not delivered, to the Buyer within 15 working days from date of notification of the termination for good cause.

BUYER shall fulfill Its obligation of payment according to the deliveried cells, within 15 working days from date of notification of the termination

9. Intention for long-term cooperation Even though this is a one-year contract both parties agree on setting up a long-term business relationship. Detailed negotiations about the contract of year 2009 shall start latest in June 2008.

10. Confidentiality Both Parties agree to maintain confidentiality concerning the details of the present Contract. The Parties shall make provisions that employees and third Parties entrusted with implementing the contract are bound to this obligation of secrecy. This also applies to the presentation of this contract for legal examinations or audits by legal consultants and tax advisors, investors and banks.

11. Arbitration 11.1 This Contract is subject to the United Nations Convention on Contracts for the International Sale of Goods (CISG) and ICC Incoterms 2000

11.2 In case no settlement can be reached through negotiations, the case then will be submitted for arbitration to China International Economic & Trade Arbitration Commission (CIETAC), Shanghai Commission, in accordance with the "Provisional Rules of Procedure of China International Economic & Trade Arbitration Commission".

12. Final Provisions 12.1 This agreement cancels all previous agreement, oral or written, between the Parties. No agreements shall be made outside of this contract. Alterations and additions shall be made in writing. This also applies to eliminating this stipulation on written form.

12.2 Should any stipulation of this contract be or become invalid, this shall not affect the validity of the remaining stipulations. The Parties undertake to replace the invalid stipulation with another, which is as close as possible in its economic effects to the stipulation to be replaced. This also applies to filling gaps in the contract.

12.3 Notification in accordance with this agreement, whatever its purpose, must be by recorded delivery letter (registered mail) to the address mentioned on the top of the present agreement, except if more simple terms of notification are agreed by the parties.

12.4 This Contract is executed in two counterparts each in Chinese and English, the English language shall prevail and has priority on the interpretation of corresponding stipulations.

This Contract is in four copies and will become effective since being signed/sealed by the parties concerned.

The Seller: The Buyer: aleo solar AG T +49(0)3984 83 28-0 Gewerbegebiet Nord F +49(0)3984 83 28-115 D-17291 Prenzlau www.aleo-solar.de Signature/Seal: CEEG (Nanjing) PV-Tech Co., Ltd. (Seal) Signature/Seal: /s/ date: Sep 30, 2007 date: Oct 04, 2007

Supplementary Contract

Contract No.: XS120070391

Sellers: CEEG (Nanjing) PV-Tech Co., Ltd. No. 123 Focheng West Road, Jiangning Development Zone, 211100 Nanjing, China

Buyers: Aleo Solar AG Gewerbegebiet Nord D-17291, Prenzlau Germany

Two parties agree upon the following details.

1) CEEG (Nanjing) PV-Tech co., Ltd. should provide Aleo Solar AG with:

Quantity per Unit Price Total Amount Description and Specifications Supply duration Year (MW) €/W FCA NANJING Monocrystalline silicon solar cell Cell size, pseudo square shape EXW Nanjing €[****]*- (125×125mm) SAY: [****]*. Thickness: 1st half of 2008: €[****]*/wp 235+40ìm/-20 8 MW until June 30th 215+40ìm/-20 2008 2 busbars t.b.c Average conversion efficiency Year 2008 price to be fixed >=16.0% before March 30, Minimum conversion efficiency 2008 14.5% 2nd half of 2008: target-price is 15 MW €[****]*/wp All the details on the parameter are shown on the appendix 1, which is also an important part of this contract. SE EXW Nanjing €[****]*- Selective emitter Monocrystalline SAY: [****]* silicon solar cell €[****]*/wp Cell size, pseudo square shape 1st half of 2008: until June 30th (125×125mm) 2 MW 2008 Year 2008 Thickness: 2nd half of 2008: price to be fixed 235+40ìm/-20 5 MW before March 30, 215+40ìm/-20 2008 2 busbars Minimum conversion efficiency 17.00% Total € EUR 30 MW t.b.c.

Instead of the corresponding terms in Contract (No.: XS120070301) in 2007.

* This portion of the Sales Contract has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 406.

2) Price and Delivery schedule:

Standard Mono125 SE. Cells

(Ave. 16%, min. 14.5%) (Ave. 17.5%, min. -17%) Price (EUR) Price (EUR) Delivery period 2008 Quantity (MW) EXW Nanjing Quantity (MW) EXW Nanjing January 1.2MW 0.3MW February 1.2MW 0.3MW March 1.2MW 0.3MW €[****]*/w €[****]*/w April 1.4MW 0.3MW May 1.5MW 0.4MW June 1.5MW 0.4MW July 2.5MW 0.5MW August 2.5MW 0.5MW September 2.5MW 1.0MW To be confirmed October 2.5MW To be confirmed 1.0MW November 2.5MW 1.0MW December 2.5MW 1.0MW Total 23MW 7.0MW

3) Payment Terms

3.1 Yearly Prepayment Schedule

Prepayment Time due for Payment for remnant Delivery year Prepayment Ratio amount prepayment amount For the first half of €[****]* payable on Jan 25 2008 2008: Against bank guarantee Invoices for each shipment €[****]*,- payable in March 2008 against bank guarantee shall include the deduction 2008 For the second half t.b.c. payable in June 2008 of the prepayment, of 2008: 30% of the value Against bank guarantee according to the table for the second half below. of 2008

3.2 Invoices for each shipment shall include the deduction of the prepayment according to the following table:

Value of Shipment Value of shipment Prepayment according to delivery excluding prepayment 50% of invoice in Mio € Month € schedule in Mio € in Mio € (first rate) January [****]* [****]* [****]* [****]* February [****]* [****]* [****]* March [****]* [****]* [****]* [****]* April [****]* [****]* [****]* May [****]* [****]* [****]* June [****]* [****]* [****]*

This Agreement is in 2 copies and will become effective since being signed/sealed by the parties concerned.

* This portion of the Sales Contract has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 406.

Aleo Solar AG CEEG (Nanjing) PV-Tech Co., Ltd. Gewerbegebiet Nord D-17291, Prenzlau No. 123 Focheng West Road, Germany Jiangning Development Zone, 211100 Nanjing, China The Buyer: The Seller: Signature/Seal:/s/ Signature/Seal: (Seal)

11 Exhibit 4.67 English Translation

PURCHASE CONTRACT

Contract No. CG120070389 Execution Place: Jiangning District, Nanjing Execution Date: October 15, 2007 Seller: CEEG Nanjing International Trade Co., Ltd. Buyer: CEEG (Nanjing) PV-Tech Co., Ltd. Add.: 3F, 26 North Zhongshan Road, Nanjing Add.: 123 Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing Legal representative: Yin Guangyou Legal representative: Lu Tingxiu Proxy: Proxy: Zhu Chen Tel: 025-83275373 Tel: 025-52766630 Fax: 025-83275377 Fax: 025-52766882

Through friendly consultation, the Buyer and the Seller enter into and abide by this agreement on the following stipulations according to the Contract Law of the People's Republic of China:

1. Name, Type, Quantity and Amount of the Product

No. Name Specifications Unit Quantity Unit Price Amount Remark 1 Multicrystalline wafer 156*156 piece 20000 RMB77.5/piece 1550000 2 Multicrystalline wafer 156*156 piece 9596 RMB88/piece 844448

Total Amount: RMB Two Million Three Hundred and Ninety Four Thousand Four Hundred and Forty Eight Only (RMB 2394448)

2. Quality Standards 2.1 Requirement of Solar grade multicrystalline wafter: working life: ³ 2 µm, wafer size (mm): 156*156±0.5, Type: Type P/ boron, Oxygen content £ 1.0* 1018 atm/cm3, carbon content £1.0*1017 atm/cm3, Resistivity: 0.5-1 ohm.cm, 1-3 ohm.cm, 3-6 ohm.cm, thickness: 200±20, TTV (µm) <30, camber (µm): £40, surface clean, no collapsed piece, no stress patch, no nip, no punch, no obvious shear trace, no cracks, no pit. Please refer to the industry Standards for other specifications unmentioned hereunder.

2.2 Requirement of Solar grade monocrystalline wafter: working life: ³ 10 µm, wafer size (mm): 156*156±0.5, diameter (mm): 205± 1.0, Type: Type P/ boron, tendency <100>±3 degree, Oxygen content £1.0* 1018 atm/cm 3, carbon content £5*1017 atm/cm3, Resistivity: 0.5-1 ohm.cm, 1-3 ohm.cm, 3-6 ohm.cm, thickness: 200±20, TTV (µm) <30, camber (µm): £40, surface clean, no collapsed piece, no stress patch, no nip, no punch, no obvious shear trace, no cracks, no pit. Please refer to the industry Standards for other specifications unmentioned hereunder.

3. Term and Time of Payment 3.1 After effectiveness of the Contract, the Buyer shall pick up the goods with payment against the appearance qualified quantity.

32. The Seller shall provide to the Buyer 17% a full amount VAT invoice within 5 days after delivery.

4. Packing, Transit and Insurance 4.1 The packaging shall meet the requirement of solar grade multi-crystalline silicon wafers transportation. Any damage attributable to improper packing shall be borne by the Seller.

4.2 The Seller shall be responsible for transit and shall cover the freight and insurance premium.

5. Term of Delivery and Destination 5.1 Term of Delivery: The Seller shall delivery the goods on the day after receipt of payment.

5.2 Destination: Both parties agree that the place of delivery shall be the Buyer's factory.

6. Inspection and Claims of Quality If there is any quantity or quality problem, the Buyer shall complete inspection according to the agreed standards and claim within one month of arrival of the goods at the Buyer's warehouse. The Seller shall reply within seven days after receipt of notice regarding claim on quantity or quality issued by Buyer, otherwise shall be deemed to consent to the claims of the Buyer.

7. Liabilities of Breach 7.1 Within the quality inspection period, if the type, specifications and technology parameters of the products delivered by the Seller do not conform to that is agreed herein, the Buyer shall be entitled to payment refund, replacing of quality goods or price reduction according to the specific situation of the products. The Seller shall reply within three days after receiving the Buyer's written handling advice, otherwise it shall be deemed to consent to the Buyer's handling advice.

7.2 If the Seller delays the delivery, the Seller shall pay to the Buyer a default penalty of 0.05% of the total value of the delayed goods per day.

7.3 It shall be deemed as failure of delivery if the Seller fails to deliver goods within seven working days after the due time, and the Buyer shall be entitled to notify the Seller to terminate this Contract. This Contract shall be terminated upon the arrival of the written notice to the Seller. The Seller shall return the amount paid by the Buyer within three days after receiving Buyer's written notice for contract termination and compensated for the relevant losses suffered by the Buyer. Both parties agree that the default penalty shall be 20% of the amount of this Contract.

8. Transfer of Contract Neither party may, without written consent of the other party, transfer all or part of rights or obligations to the third party.

9. Confidentiality The parties hereto and their employees, agents, representatives and counsel shall treat the terms and conditions under this Contract and any its supplementary agreements as business secrets and shall not disclose the information to any third party unless upon consent of the other party. Otherwise, the defaulting party shall compensate as much as twice of the direct or indirect losses of the other party.

10. Force Majeure If any party is unable to perform its contractual liabilities due to any force majeure event, the affected party shall notify the other party within 7 days upon the occurrence of such event, and shall present written evidence issued by the relevant authority within 15 days upon the end of such events and could partially or wholly exempt from the liability in the light of the impact caused by force majeure. Where an event of force majeure occurs after the party's delay in performance, the defaulting party shall not be released from its liabilities.

11. Integrity Assurance 13.1 It shall be viewed as damage to the Buyer's interest if the Seller 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 otherwise forms to any employee of the Buyer, or the Seller as well as its staff does, whether in the name of the company or an individual, any transaction similar to that contemplated hereunder with any employee of the Buyer or any third party introduced by any employee of the Buyer. The breaching party shall compensate as much as twice of the direct or indirect losses incurred by the other party by such reason, as well as the liquidated damages amounting to 20% of the total amount of this Contract per breach (up to RMB 1,000,000).

11.2 Any one may reach the Buyer's counsel, Mr. Xu Changming at 13851647666, or [email protected] for such issue.

12. Prohibition of Commercial Fraud If either of the Buyer and Seller breaches the principle of honesty by providing false registration materials, false certificates of qualification or false information, or by hiding the truth from and to deceiving the other party or end-users, it shall be liable for the liquidated damages of 20% of the total contract amount (up to RMB 1,000,000). This Article shall not preclude the liabilities of breach undertaken by either party according to other provisions hereunder

13. Settlement of Disputes All disputes arising from the validity, performance and interpretation of this Contract shall be settled through consultation by both parties. In case no settlement can be reached through consultation, both parties agree that the dispute shall be submitted to the People's court of jurisdiction where the Buyer is located. The relevant expenses (including legal cost, travel expenses, notary fees, cost of adducing evidence, arbitration fees and so on) shall be borne by the losing party.

14. Effectiveness and Miscellaneous 14.1 This Contract shall come into effect upon signature and seal of the parties. The printed copy of this Contract shall prevail. Any modification shall not become effective until signed and sealed by both parties. If the Contract has more than one page, then each page should be sealed on the perforation.

14.2 This Contract shall be executed in four counterparts, with each of the parties hereto holding two. Both parties shall send the original copy to the other with 3 working days after execution. The copy delivered through telefax shall be as valid as the original.

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

Party A: Party B: CEEG Nanjing International Trade Co., Ltd. Company Name: CEEG (Nanjing) PV-Tech Co., Ltd. (Seal) Company Name: (Seal) Entrust Agent: Entrust Agent: Execution Date: Execution Date:

4 Exhibit 4.68 English Translation

PURCHASE CONTRACT

Contract No.: CG120070524 Execution Place: Jiangning District, Nanjing Execution Date: December 11, 2007 Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd. Buyer: CEEG (Nanjing) PV-Tech Co., Ltd. Add.: 6 Shuige Road, Jiangning Economic & Technical Development Zone, Add.: 123 Focheng West Road, Jiangning Economic & Technical Nanjing Development Zone, Nanjing Zip code: 211100 Zip code: 211100 Legal representative: Gao Zhengfei Legal representative: Lu Tingxiu Bank of account: Jiangning Development Zone Branch of Industrial and Bank of account: Commercial Bank of China Tel: 025-52095976 Tel: 025-52766620 Fax: 025-52095953 Fax: 025-52766682

Through friendly consultation, the parties agree to enter into and abide by this contract on the following stipulations according to the Contract Law of the People's Republic of China:

1. Product Name, Specification and Type, Quantity and Amount:

Number Product Name Specification and Type Unit Quantity Unit Price Total Amount Remarks 1. Multicrystalline wafer 125*125 piece 120000 48.5 5820000

Total Amount (in words): RMB Five Million Eight Hundred and Twenty Thousand Only (including 17% value added tax) In number: RMB5820000

2. Quality Standards of Silicon Wafers: Type P / boron; tendency: L; resistivity: 0.5~1, 1~3, 3~6 æ ·cm, RRV < 25%; square width: 125 ± 0.5 mm; diagonal length: 175 ± 1 mm; chamfer 1mm* 45 degree; thickness: 220 ± 20 (TTV £ 30 µm), 220 ± 25 (TTV £ 30 µm), 240 ± 25 (TTV £ 50 µm), 270 ± 25 (TTV £ 50 µm); wafer angle : 90 ± 0.5 degree; camber: £40 µm. Surface incision <10 µm, no piezoglypt, no punch, no stain; the edge collapse: £ one third of the side thickness, with the length <0.5 mm and the width towards inside surface < 0.2 mm, on each wafer not more than two pieces.

Electronics performance: working life: > 10 µs; carbon content : < 5*1016 , oxygen content : < 1*1018

• For the sampling inspection, the acceptance and inspection of silicon wafers are conducted under the regulations of GB/T 2828. 1-2003 and GB/T 2829-2002, and the samples are tested once only. The acceptance and inspection items, testing level and acceptable quality level should be carried out according to the stipulations in the table below. The order of the testing items is not regulated.

Testing item Testing level Acceptable quality level (AQL) % Type II 0.25 Resistivity 1 Thickness allowance 1 Gross thickness change 1 Camber 1 Surface quality Cantilever 0.4 Edge collapse 0.4 Incision 0.4 Piezoglypt 0.4 Corner broken 0.4

For the qualification test through preproduction, 10% of the silicon wafers (purchased as qualified products ) shall be evenly taken out and preproduced after technology optimization. If the average conversion rate exceeds 15.00%, it means that the silicon wafers delivered hereunder meet the requirements.

3. Form and Term of Payment: 3.1 The Buyer shall wire the payment to the Seller's account within 10 days after effectiveness of Contract.

3.2 The Seller is responsible for providing to the Buyer the full invoice of 17% value added tax within five days after delivery.

4. Packing, Transit and Insurance: 4.1 The packaging shall meet the requirement of solar grade multicrystalline silicon wafers transportation. Any damage due to improper packing shall be borne by the Seller.

4.2 The Seller shall be responsible for transit and shall cover the freight and insurance premium.

5. Term and Place of Delivery: 5.1 Term of Delivery: The Seller shall delivery the goods on the day after receipt of payment. 5.2 Destination: Both parties agree that the place of delivery shall be the Buyer's factory.

6. Inspection of Quantity and Quality and Claims: If there is any quantity or quality problem, the Buyer shall complete inspection according to the agreed standards and claim within one month of arrival of the goods at the Buyer's warehouse. The Seller shall reply within seven days after receipt of notice regarding claim on quantity or quality issued by Buyer, otherwise shall be deemed to consent to the claims of the Buyer.

7. Reasonable Consumption Standard and Calculation The quantity of the goods measured at Buyer's location shall prevail.

8. Liabilities of Breach 8.1 Within the quality inspection period, if the type, specifications and technology parameters of the products delivered by the Seller do not conform to that is agreed herein, the Buyer shall be entitled to payment refund, replacing of quality goods or price reduction according to the specific situation of the products. The Seller shall reply within three days after receiving the Buyer's written handling advice, otherwise it shall be deemed to consent to the Buyer's handling advice.

8.2 If the Seller delays the delivery, the Seller shall pay to the Buyer a default penalty of 0.05% of the total value of the delayed goods per day.

8.3 It shall be deemed as failure of delivery if the Seller fails to deliver goods within seven working days after the due time, and the Buyer shall be entitled to notify the Seller to terminate this Contract. This Contract shall be terminated upon the arrival of the written notice to the Seller. The Seller shall return the amount paid by the Buyer within three days after receiving Buyer's written notice for contract termination and compensated for the relevant losses suffered by the Buyer. Both parties agree that the default penalty shall be 20% of the amount of this Contract.

9. Transfer of Contract Neither party may, without written consent of the other party, transfer all or part of rights or obligations under this Contract.

10. Confidentiality The parties hereto and their employees, agents, representatives and counsel shall treat the terms and conditions under this Contract and any its supplementary agreements as business secrets and shall not disclose the information to any third party unless upon consent of the other party. Otherwise, the defaulting party shall compensate as much as twice of the direct or indirect losses of the other party.

11. Force Majeure If any party is unable to perform the contract due to any force majeure event, the affected party shall notify the other party within 7 days upon the occurrence of such event, and shall present written evidence issued by the relevant authority within 15 days upon the end of such events and could partially or wholly exempt from the liability in the light of the impact caused by force majeure. Where an event of force majeure occurs after the party's delay in performance, the defaulting party shall not be exempted from its liabilities.

12. Integrity Assurance 12.1 It shall be viewed as damage to the Buyer's interest if the Seller 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 otherwise forms to any employee of the Buyer, or if the Seller and its staff conduct, in the name of the company or an individual, with any employee of the Buyer or any third person introduced by such employee a transaction similar to this Contract. The Seller shall compensate as much as twice of the direct or indirect losses incurred by the Buyer by such reason, and shall be liable for the liquidated damages as of 20% of the amount of this Contract per breach (up to RMB 1,000,000).

12.2 The integrity report method for the Buyer: the Lawyer of Changming Xu, 13851647666, [email protected].

13. Prohibition of Commercial Fraud 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 as 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.

14. Settlement of Disputes All disputes arising from the validity, performance and interpretation of this Contract shall be settled friendly by both parties. In case no settlement can be reached through consultation, the jurisdiction shall belong to the competent people's court of first instance of the Buyer's location. The relevant expenses (including attorney fees, travel expenses, cost of adducing evidence, notary fees, litigation fees and so on) shall be borne by the losing party.

15. Effectiveness and Miscellaneous 15.1 This Contract shall come into effect upon signature and seal of the parties. The printed copy of this Contract shall take precedence to other copies. Any modification shall not become effective until signed and sealed by both parties. If the Contract has more than one page, then each page should be sealed on the perforation.

15.2 This Contract shall be executed in four counterparts with same legal effect, with each of the parties hereto holding two. Both parties shall send the originals of this Contract to each other within three working days upon the execution of this Contract. The faxed copies shall be as valid as the original.

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

The Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd. (Seal) The Buyer: CEEG (Nanjing) PV-Tech Co., Ltd. (Seal) Entrust Agent: Entrust Agent:

Execution Date: Execution Date:

4 Exhibit 4.69 English Translation

FROM OF PURCHASE CONTRACT

Contract No.: Execution Place: Jiangning District, Nanjing Execution Date: Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd. Buyer: CEEG (Nanjing) PV-Tech Co., Ltd. Add.: 6 Shuige Road, Jiangning Economic & Add.: 123 Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing 210000 Technical Development Zone, Nanjing 211100 Legal representative: Gao Zhengfei Legal representative: Lu Tingxiu Bank of account: Jiangning Development Zone Bank of account: Branch of Industrial and Commercial Bank of China Account number: 4301021119100121497 Account number: Tel: Tel: Fax: 025-52095953 Fax: 025-52766682

Through friendly consultation, the parties agree to enter into and abide by this contract on the following stipulations according to the Contract Law of the People's Republic of China:

1. Product Name, Specification and Type, Quantity and Amount:

Unit Total Number Product Name Specification and Type Unit Quantity Price Amount Remarks 125*125 piece Including tax Total Amount (in words):

2. Quality Standards of Silicon Wafers: Electronics performance: working life: > 10 µs; carbon content : < 5*1016 , oxygen content : < 1*1018

3. Form and Term of Payment:

4. Packing, Transit and Insurance: 4.1 The packaging shall meet the requirement of solar grade mono-crystalline silicon wafers transportation. Any damage due to improper packing shall be borne by the Seller.

4.2 The Buyer shall be responsible for transit and shall cover the freight and insurance premium.

5. Term and Place of Delivery:

7.2 If the Seller delays the delivery, the Seller shall pay to the Buyer a default penalty of 0.05% of the total value of the delayed goods per day.

8. Transfer of Contract Neither party may, without written consent of the other party, transfer all or part of rights or obligations under this Contract.

9. Confidentiality The parties hereto and their employees, agents, representatives and counsel shall treat the terms and

conditions under this Contract and any its supplementary agreements as business secrets and shall not disclose the information to any third party unless upon consent of the other party. Otherwise, the defaulting party shall compensate as much as twice of the direct or indirect losses of the other party.

10. Force Majeure If any party is unable to perform the contract due to any force majeure event, the affected party shall notify the other party within 7 days upon the occurrence of such event, and shall present written evidence issued by the relevant authority within 15 days upon the end of such events and could partially or wholly exempt from the liability in the light of the impact caused by force majeure. 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. Integrity Assurance 11.1 It shall be viewed as damage to the Buyer's interest if the Seller 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 otherwise forms to any employee of the Buyer, or if the Seller and its staff conduct, in the name of the company or an individual, with any employee of the Buyer or any third person introduced by such employee a transaction similar to this Contract. The Seller shall compensate as much as twice of the direct or indirect losses incurred by the Buyer by such reason, and shall be liable for the liquidated damages as of 20% of the amount of this Contract (up to RMB 1,000,000).

11.2 The integrity report method for the Buyer: the Lawyer of Changming Xu, 13851647666, [email protected].

12. Prohibition of Commercial Fraud 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 as 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.

13. Settlement of Disputes All disputes arising from the validity, performance and interpretation of this Contract shall be settled friendly by both parties. In case no settlement can be reached through consultation, the jurisdiction shall belong to the competent people's court of first instance of the Buyer's location. The relevant expenses (including attorney fees, travel expenses, cost of adducing evidence, notary fees, litigation fees and so on) shall be borne by the losing party.

14. Effectiveness and Miscellaneous 14.1 This Contract shall come into effect upon signature and seal of the parties. The printed copy of this Contract shall take precedence to other copies. Any modification shall not become effective until signed and sealed by both parties. If the Contract has more than one page, then each page should be sealed on the perforation.

14.2 This Contract shall be executed in four counterparts with same legal effect, with each of the parties hereto holding two. Both parties shall send the originals of this Contract to each other within three working days upon the execution of this Contract. The faxed copies shall be as valid as the original.

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

The Seller: CEEG (Nanjing) Semiconductor The Buyer: CEEG (Nanjing) PV-Tech Co., Material Co., Ltd. (Seal) Ltd.(Seal) Entrust Agent: Entrust Agent:

Execution Date: Execution Date:

Product Unit Contract Execution Total No. Tel Date Name Quantity Price Amount Quality Standards of Silicon Wafers: Form and Term of Payment Term and Place of Delivery CG120070468 The Seller: November 12, Mono- 50,000 RMB 50.5 RMB Type P / boron; tendency <100>±3 Within seven working days Term of Delivery: Seven crystalline 2,525,000 degree; resistivity: 0.5~1, 1~3, 3~6 W upon the effectiveness of this working days upon the 025-52095917 2007 Silicon •cm, RRV < 25%; square width: 125 ± Contract, the Buyer shall pick execution date of this In words: 0.5 mm; diagonal length: 150 ± 1 mm; up the products with the Contract. The Buyer: Wafer RMB Two arc length: 27.5~30.80 mm; thickness: corresponding amount. 025-52766693 220 ± 25 (TTV £ 30 µm), wafer angle : Place of Delivery: Nanjing. Million 90 ± 0.5 degree; camber: £40 µm. The Seller is responsible for Five Surface incision <10 µm, no piezoglypt, providing to the Buyer the full no punch, no stain; the edge collapse: £ Hundred one third of the side thickness, with the invoice of 17% value added and length <0.5 mm and the width towards tax within five days after inside surface < 0.2 mm, on each wafer Twenty- not more than two pieces. delivery. Five Thousand For the qualification test through Only preproduction, 10% of the silicon wafers (including (purchased as qualified products) shall 17% value be evenly taken out and preproduced added tax) after technology optimization. If the average conversion rate exceeds 16.00%, it means that the silicon wafers delivered hereunder meet the requirements. CG120070491 The Seller: November 26, Mono- 500,000 RMB 52 RMB Type P / boron; tendency <100>±3 After this Contract comes into Term of Delivery: crystalline 26,000,000 degree; resistivity: 0.5~1, 1~3, 3~6 W effect, the Buyer shall pay to Before December 20, 2007 025-52095917 2007 Silicon •cm, RRV < 25%; square width: 125 ± the Seller 50% of the amount In words: 0.5 mm; diagonal length: 150 ± 1 mm; as advance payment, and shall Place of Delivery: Nanjing. The Buyer: Wafer RMB arc length: 27.5~30.80 mm; thickness: pick up the products with the 025-52766693 220 ± 25 (TTV £ 30 µm), wafer angle : rest amount before Twenty- 90 ± 0.5 degree; camber: £40 µm. December 20, 2007. Six Million Surface incision <10 µm, no piezoglypt, no punch, no stain; the edge collapse: £ The Seller is responsible for Only one third of the side thickness, with the providing to the Buyer the full (including length <0.5 mm and the width towards inside surface < 0.2 mm, on each wafer invoice of 17% value added 17% value not more than two pieces. tax within five days after added tax) For the qualification test through delivery. preproduction, 10% of the silicon wafers (purchased as qualified products ) shall be evenly taken out and preproduced after technology optimization. If the average conversion rate exceeds 16.00%, it means that the silicon wafers delivered hereunder meet the requirements.

CG120070493 The Seller: RMB 1,425,000.00 Type P / boron; tendency <100>±3 Within two days upon the Term of November 26, Stress 30,000 RMB 47.5 025-52095936 degree; resistivity: 0.5~1, 1~3, 3~6 W effectiveness of this Contract, if Delivery: 2007 Mono- In words: RMB •cm, RRV < 25%; square width: 125 ± the products are tested to be Seven The Buyer: crystalline One Million Four 0.5 mm; diagonal length: 150 ± 1 mm; qualified by the Buyer in working days thickness: 200 ± 20 (TTV £ 30 µm), designated place, the Buyer shall upon the 025-52766603 Silicon Hundred and wafer angle : 90 ± 0.5 degree; Surface pay the total amount to the Seller's execution date Wafer Twenty-Five incision <20 µm, no piezoglypt, no designated account. Testing Date of this punch, no stain; the edge collapse: £ one should not be later than November Contract. Thousand Only third of the side thickness, with the length 28, 2007. (including 17% <0.5 mm and the width towards inside Place of surface < 0.2 mm, on each wafer not The Seller is responsible for value added tax) Delivery: more than two pieces. providing to the Buyer the full Beijing The Silicon Wafer shall be Stress Wafer, invoice of 17% value added tax without any edge collapse or broken within ten days upon receipt of the corner; the surface incision < 20 µm. products amount.

6 Exhibit 4.70 English Translation

PURCHASE CONTRACT

Contract No. CG120070545 Execution Place: Jiangning District, Nanjing Execution Date: December 29, 2007 Seller: CEEG (Nanjing) Semiconductor Material Co., Ltd. Buyer: CEEG (Nanjing) PV-Tech Co., Ltd. Add.: 6 Shuige Road, Jiangning Economic & Add.: 123 Focheng West Road, Jiangning Technical Development Zone, Nanjing 21000 Economic & Technical Development Zone, Nanjing 211100 Legal representative: Gao Zhengfei Legal representative: Lu Tingxiu Entrust Agent: Gan Zhengfei Contact Person: Sun Qiquan Tel: 025-52095976 Tel: 025-52766603 Fax: 025-52095953 Fax: 025-52766882

Through friendly consultation, the parties agree to enter into and abide by this contract on the following stipulations according to the Contract Law of the People's Republic of China::

1. Product Name, Specification and Type, Quantity and Amount:

Total Specification Unit Number Product Name and Type Unit Quantity Price Amount Remarks Mono-crystalline 156*156 piece 26,000 RMB 90 RMB 2,340,000 Silicon Wafer Total Amount: RMB Two Million Three Hundred and forty Thousand Only (including 17% value added tax) (RMB 2,340,000)

2. Quality Standards of Silicon Wafers: Type P / boron; tendency <100>±3 degree; resistivity: 0.5~1, 1~3, 3~6 W •cm, RRV < 25%; square width: 156 ± 0.5 mm; diagonal length: 200 ± 1 mm; arc length: 20~23.20 mm; thickness: 220 ± 25 (TTV £ 30 µm), wafer angle : 90 ± 0.3 degree; camber: £40 µm. Surface incision £ 30 µm, no piezoglypt, no punch, no stain; the edge collapse: £ one third of the side thickness, with the length <0.5 mm and the width towards inside surface < 0.2 mm, on each wafer not more than two pieces.

Electronics performance: working life: > 10 µs; carbon content : < 5*1016 at/cm3 , oxygen content : < 1*1018 at/cm3.

It is difficult to analyze and test impurities content and wafer's working life and is impossible to test all performance of each wafer. Therefore, the Buyer will conduct inspection on the silicon wafers purchased by sampling inspection and qualification test through preproduction. For the qualification test through preproduction, 10% of the silicon wafers (purchased as qualified products ) shall be evenly taken out and preproduced after technology optimization. If the average conversion rate exceeds 16.00%, it means that the silicon wafers delivered hereunder meet the requirements.

3. Form and Term of Payment: 3.1 The Buyer shall pay to the seller within three working days of arrival of the goods at the Buyer's warehouse.

3.2 The Seller is responsible for providing to the Buyer the full invoice of 17% value added tax within five days after delivery.

4.2 The Seller shall be responsible for transit and shall cover the freight and insurance premium.

5. Term and Place of Delivery: 5.1 Term of Delivery: The Seller shall perform the whole delivery within two days upon the execution of this Contract.

5.2 Place of Delivery: both parties agree that the place of delivery shall be Buyer's warehouse.

6. Inspection of Quantity and Quality and Claims; If there is any quality problem, the Buyer shall complete inspection according to the agreed standards and claim within thirty working days of arrival of the goods at the Buyer's warehouse. The Seller shall reply within seven days after receipt of notice regarding claim on quality issued by Buyer, otherwise shall be deemed to consent to the claims of the Buyer.

7. Reasonable Standards of Loss and Damage of Subjects and Calculation Method Subject to the actual received quantity in the Buyer's Location.

8.2 If the Seller delays the delivery, the Seller shall pay to the Buyer a default penalty of 0.05% of the total value of the delayed goods per day.

8.3 It shall be deemed as failure of delivery if the Seller if Party A fails to delivery goods within seven working days after the due time, and the Buyer shall be entitled to notify the Seller to terminate this Contract. This Contract shall be terminated upon the arrival of the written notice to the Seller. The Seller shall return the amount paid by the Buyer within three days after receiving Buyer's written notice for contract termination and compensated for the relevant losses suffered by the Buyer. Both parties agree that the default penalty shall be 20% of the amount of this Contract.

9. Transfer of Contract Neither party may, without written consent of the other party, transfer all or part of rights or obligations under this Contract.

12.2 The integrity report method for the Buyer: the Lawyer of Changming Xu, 13851647666, [email protected].

15.2 This Contract shall be executed in two counterparts with same legal effect, with each of the parties hereto holding one. Both parties shall send the originals of this Contract to each other within three working days upon the execution of this Contract. The faxed copies shall be as valid as the original.

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

The Seller: CEEG (Nanjing) Semiconductor The Buyer: CEEG (Nanjing) PV-Tech Co., Material Co., Ltd. (Seal) Ltd.(Seal) Contact Person: Contact Person:

Execution Date: November 12, 2007 Execution Date: November 12, 2007

4 Exhibit 4.71 English Translation

SALES CONTRACT

Contract No. CG120070484 Execution Place: Jiangning District, Nanjing Execution Date: November 20, 2007 Buyer: CEEG (Nanjing) Semiconductor Material Co., Ltd. Seller: CEEG (Nanjing) PV-Tech Co., Ltd Add.: 6 Shuige Road, Jiangning Economic & Add.: 123 Focheng West Road, Jiangning Economic & Technical Technical Development Zone, Nanjing 210000 Development Zone, Nanjing 211100 Legal representative: Gao Zhengfei Legal representative: Lu Tingxiu Bank of account: Jiangning Development Zone Bank of account: Branch of Industrial and Commercial Bank of China Account number: 4301021119100121497 Account number: Tel: 025-52095917 Tel: 025-52766693 Fax: 025-52095953 Fax: 025-52766682

Through friendly consultation, the parties agree to enter into and abide by this contract on the following stipulations according to the Contract Law of the People's Republic of China:

1. Product Name, Specification and Type, Quantity and Amount:

Unit Total Specification Number Product Name and Type Unit Quantity Price Amount Remarks 1 Mono-crystalline 125*125 piece 108,323 RMB 49.2 RMB 5,329,491.6 Including Silicon Wafer tax Total Amount: RMB Five Million Three Hundred and Twenty-NineThousand Four Hundred and Ninety-One point Six (including 17% value added tax) (RMB 5,329,491.6)

2. Quality Standards of Silicon Wafers: Appearance and electricity property: Type P / boron; tendency <100>±3 degree; resistivity: 0.5~1, 1~3, 3~6 W •cm, RRV < 25%; square width: 125 ± 0.5 mm; diagonal length: 150 ± 1 mm; arc length: 27.5~30.80 mm; thickness: 200 ± 20 (TTV £ 30 µm), wafer angle : 90 ± 0.5 degree; camber: £ 40 µm. Surface incision <10 µm, no piezoglypt, no punch, no stain; the edge collapse: £ one third of the side thickness, with the length <0.5 mm and the width towards inside surface < 0.2 mm, on each wafer not more than two pieces.

Electronics performance: working life: > 10 µs; carbon content : < 5*1016 , oxygen content : < 1*1018

3. Form and Term of Payment: 3.1 Upon the execution and effectiveness of this Contract, the Buyer shall pay the amount and pick up delivery.

3.2 The Seller is responsible for providing to the Buyer the invoice of 17% value added tax upon delivery.

4. Packing, Transit: 4.1 The packaging shall be conducted by the Buyer. Any damage due to improper packing shall be borne by the Buyer.

4.2 The Buyer shall be responsible for any risk after the actual delivery of the products.

5. Term and Place of Delivery: 5.1 Term of Delivery: the day when the Seller receives the Buyer's payment.

5.2 Place of Delivery: both parties agree that the place of delivery shall be Nanjing (Seller's plants).

6. Inspection of Quantity and Quality and Claims; The Buyer shall conduct inspection of quantity and quality in Seller's plants before picking up delivery, with the company and confirmation of Seller's inspectors. If there is any inconsistency regarding the style, specifications, quality or quantity, the Seller agrees to exchange the inconsistent products for corresponding quantity of qualified products on the spot. The claim on quantity or quality must be forwarded on the spot. The Seller is not responsible for any problem ex plants.

7. Transit and Insurance The Buyer shall be responsible for the transit, freight, insurance premium and any transit risk.

8. Liabilities of Breach If the Buyer delays the payment, it shall pay to the Seller the liquidated damages for default as of 0.05% of the total value of the delayed goods per day.

9. Transfer of Contract Neither party may, without written consent of the other party, transfer all or part of rights or obligations under this Contract.

12. Integrity Assurance 12.1 It shall be viewed 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 otherwise forms to any employee of the other party, or if any party and its staff conduct, in the name of the company or an individual, with any employee of the other party or any third person introduced by such employee a transaction similar to this Contract. Such party shall compensate as much as twice of the direct or indirect losses incurred by the other party by such reason, and shall be liable for the liquidated damages as of 20% of the amount of this Contract (up to RMB 1,000,000).

12.2 The integrity report method for the Seller: the Lawyer of Changming Xu, 13851647666, [email protected].

13. Prohibition of Commercial Fraud If any party 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 other party or the end user, it shall be liable for the liquidated damages as of 20% of the amount of this Contract to the other party(up to RMB 1,000,000). This Article shall not preclude the liabilities of breach undertaken by the breaching party according to other provisions hereunder.

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

The Seller: CEEG (Nanjing) Semiconductor The Buyer: CEEG (Nanjing) PV-Tech Co., Material Co., Ltd. (Seal) Ltd.(Seal) Entrust Agent: Entrust Agent:

Execution Date: November 20, 2007 Execution Date: November 20, 2007

3 Exhibit 4.72 English Translation

PURCHASE CONTRACT

Contract No. CG120070500 Execution Place: Jiangning District, Nanjing Execution Date: November 28, 2007 Seller: CEEG (Nanjing) Solar Research Institute Buyer: CEEG (Nanjing) PV-Tech Co., Ltd. Add.: 68 Shengtai Road, Jiangning Economic & Technical Development Zone, Add.: 123 Focheng West Road, Jiangning Economic & Technical Nanjing Development Zone, Nanjing Legal representative: Ronggui Sun Legal representative: Lu Tingxiu Tel: 025-52095699 Tel: 025-52766693 Fax: 025-52095699 Fax: 025-52766882

Through friendly consultation, the parties agree to enter into and abide by this contract on the following stipulations according to the Contract Law of the People's Republic of China:

1. Product Name, Specification and Type, Quantity and Amount:

Total Specification Unit No. Product Name and Type Unit Quantity Price Amount Remarks Mono-crystalline Silicon Wafer 125*125 piece 110,000 RMB 54 RMB 5,940,000 Tax included Total Amount (in word): RMB Five Million Nine Hundred and forty Thousand Only In number: RMB 5,940,000

2. Quality Standards of Silicon Wafers: Appearance and Electronics performance: Type P / boron; tendency <100>±3 degree; resistivity: 0.5~1, 1~3, 3~6 W • cm, RRV < 25%; square width: 156 ± 0.5 mm; diagonal length: 200 ± 1 mm; arc length: 20~23.20 mm; thickness: 220 ± 25 (TTV £ 30 µm), wafer angle : 90 ± 0.3 degree; camber: £40 µm. Surface incision £ 30 µm, no piezoglypt, no punch, no stain; the edge collapse: £ one third of the side thickness, with the length <0.5 mm and the width towards inside surface < 0.2 mm, on each wafer not more than two pieces.

Electronics performance: working life: > 10 µs; carbon content : < 5*1016 at/cm3, oxygen content : < 1*1018 at/cm3.

3. Time and Term of Payment: 3.1 The Buyer shall wire full amount to the account designated by the Seller before collection of the goods. The Buyer shall pick up the goods at Seller's warehouse upon receipt of payment by the Seller.

3.2 The Seller is responsible for providing to the Buyer the full invoice of 17% value added tax within five days after delivery.

4.2 The Seller shall be responsible for transit and cover the freight and insurance premium.

5. Term and Place of Delivery: 5.1 Term of Delivery: The Seller shall perform delivery obligation within one week after the execution of this Contract.

5.2 Place of Delivery: both parties agree that the place of delivery shall be Buyer's warehouse.

7.2 If the Seller delays the delivery, the Seller shall pay to the Buyer a default penalty of 0.05% of the total value of the delayed goods per day.

7.3 It shall be deemed as failure of delivery if the Seller fails to delivery goods within seven working days after the due time, and the Buyer shall be entitled to notify the Seller to terminate this Contract. This Contract shall be terminated upon the arrival of the written notice to the Seller. The Seller shall return the amount paid by the Buyer within three days after receiving Buyer's written termination notice and compensate for the relevant losses suffered by the Buyer.

7.4 If the Buyer fails to make the full payment within seven working days after receipt of qualified wafers, the Buyer shall pay to the Seller a default penalty of 0.05% of the amount payable per day; the Seller shall be entitled to notify the Buyer to terminate this Contract in case that the Buyer fails to make such payment for more than thirty days . This Contract shall be terminated upon the arrival of the written notice to the Buyer. The Buyer shall return goods delivered by the Seller within three days after receiving Seller's written termination notice and compensate for the relevant losses suffered by the Buyer.

8. Transfer of Contract Neither party may, without written consent of the other party, transfer all or part of rights or obligations under this Contract.

10. Force Majeure If any party is unable to perform the contract due to any force majeure event, the affected party shall notify

the other party within 7 days upon the occurrence of such event, and shall present written evidence issued by the relevant authority within 15 days upon the end of such events and could partially or wholly exempt from the liability in the light of the impact caused by force majeure. 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. Integrity Assurance 11.1 It is considered as the infringement on the other party's interests if either 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 otherwise forms to any employee of the receiving party, or either of the Buyer and Seller as well as its staff does, whether in the name of the company or an individual, any transaction similar to that contemplated hereunder with any employee of the other party or any third party introduced by any employee of the other party. The breaching party shall compensate as much as twice of the direct or indirect losses incurred by the other party by such reason, as well as the liquidated damages amounting to 20% of the total amount of this Contract per breach (up to RMB 1,000,000).

11.2 The integrity report method for the Buyer: the Lawyer of Changming Xu, 13851647666, [email protected].

13. Settlement of Disputes All disputes arising from the validity, performance and interpretation of this Contract shall be settled friendly by both parties. In case no settlement can be reached through consultation, it shall submitted to Court of Jiangning District, Nanjing. The relevant expenses (including attorney fees, travel expenses, cost of adducing evidence, notary fees, litigation fees and so on) shall be borne by the losing party.

14.2 This Contract shall be executed in four counterparts with same legal effect, with each of the parties hereto holding one. Both parties shall send the originals of this Contract to each other within three working days upon the execution of this Contract. The faxed copies shall be as valid as the original.

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

The Seller: CEEG (Nanjing) Solar Research Institute (Seal) The Buyer: CEEG (Nanjing) PV-Tech Co., Ltd. (Seal) Execution Date: Execution Date:

3 Exhibit 4.73 English Translation

FORM OF SALES CONTRACT

Contract No. Execution Place: Jiangning District, Nanjing Execution Date: November 9, 2007 Seller: CEEG (Nanjing) PV-Tech Co., Ltd. (Seal) Buyer: CEEG (Shanghai) Solar Science and Technology Co., Ltd. Add.: 123 Focheng West Road, Jiangning Economic & Technical Development Add.: 4H, Hongqiao Business Mansion, No. 2272, Hongqiao Road, Zone, Nanjing Shanghai Postal Code: 211100 Postal Code: Legal representative: Tingxiu Lu Legal representative: Zhifang Cai Proxy: Proxy: Qiang Tao Tel: 025-52766715 Tel: 021-57850711 Fax: 025-52766767 Fax: 021-57850700

Through friendly consultation, the Buyer and the Seller enter into and abide by this agreement on the following stipulations according to the Contract Law of the People's Republic of China:

1. Product 2. Term and Time of Payment 3.1 Merchant Bank, Jiangning Sub-Branch: 078002380175610001.

3. Packing and Transit The products shall be packed in carton, and the packaging shall meet the requirement of long distance road transportation.

4. Term of Delivery and Destination 4.1 Destination: the Seller's location

4.2 Should the Buyer ask the Seller to make delivery on its behalf, the Buyer shall remit the freight and premium of insurance to the bank account designated by the Seller. The risk of transportation shall be covered by the Buyer

4.3 -

4.4 The Seller shall deliver all the products within seven days after receipt of 100% of payment.

4.5 The Seller shall provide value-added tax invoice to the Buyer within 15 days after delivery of goods.

5. Quantity and Quality Standard and Inspection Refers to detailed product specifications of CEEG (Nanjing) PV-Tech Co., Ltd., excluding clause 5.4 delivery and transportation

6. Transfer of Contract Neither party may, without written consent of the other party, transfer all or part of rights or obligations to the third party.

7. Confidentiality The parties hereto and their employees, agents, representatives and counsel shall treat the terms and conditions under this Contract and any its supplementary agreements as business secrets and shall not disclose the information to any third party unless upon consent of the other party. Otherwise, the defaulting party shall compensate as much as twice of the direct or indirect losses of the other party.

8. Force Majeure If any party is unable to perform its contractual liabilities due to any force majeure event, the affected party shall notify the other party within 7 days upon the occurrence of such event, and shall present written evidence issued by the relevant authority within 15 days upon the end of such events and could partially or wholly exempt from the liability in the light of the impact caused by force majeure. Where an event of force majeure occurs after the party's delay in performance, the defaulting party shall not be released from its liabilities.

9. Integrity Assurance It shall be viewed as damage to Seller's interest if the Buyer 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 otherwise forms to the Seller as well as its staff or the Buyer and its staff enter into, whether in the name of the company or an individual, any transaction similar to that contemplated hereunder with any employee of the Seller or any third party introduced by any employee of the Seller. The Buyer shall compensate as much as twice of the direct or indirect losses incurred by the Seller by such reason, as well as the liquidated damages amounting to 20% of the total amount of this Contract per breach (up to RMB 1,000,000).

Any one may reach the Buyer's counsel, Mr. Xu Changming at 13851647666, or [email protected] for such issue.

10. Settlement of Disputes All disputes arising from the validity, performance and interpretation of this Contract shall be settled through consultation by both parties. In case no settlement can be reached through consultation, both parties agree that the dispute shall be submitted to the People's court of jurisdiction where the Buyer is located. The relevant expenses (including legal cost, travel expenses, notary fees, cost of adducing evidence, arbitration fees and so on) shall be borne by the losing party.

11. Effectiveness and Miscellaneous 11.1 This Contract shall come into effect upon signature and seal of the parties. If the Contract has more than one page, then each page should be sealed on the perforation.

11.2 This Contract shall be executed in four counterparts with same legal effect, with each of the parties hereto holding two. Both parties shall send the original copy to the other with 3 working days after execution. The copy delivered through telefax shall be as valid as the original.

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

13.4 In case of any discrepancy between the detailed product specifications and the Contract, the Contract shall prevail.

Party A: Party B: CEEG (Nanjing) PV-Tech Co., Ltd. (Seal) Company Name: CEEG (Shanghai) Solar Science and Technology Co., Ltd. (Seal) Entrust Agent: Entrust Agent: Execution Date: Execution Date:

Contract No. Execution Date Products Term of Payment Term of Delivery XS120070202 June 29, 2007 See Table 1 The Buyer shall remit the 100% payment to the bank The Seller shall deliver all the products within below account as designated by the Seller within 3 days after 7 days after receipt of 100% of payment. effectiveness of the Contract. (The Seller does not accept other settlement meanings) XS120070246 July 27, 2007 See Table 2 The Buyer shall remit the 50% payment to the bank The Seller shall deliver all the products within below account as designated by the Seller within 3 days after 7 days after receipt of 50% of payment. effectiveness of the Contract, which the remaining balance shall be remitted to the bank account as designated by the Seller before August 25, 2007. (The Seller does not accept other settlement meanings) XS120070362 November 22, 2007 See Table 3 The Buyer shall remit the 100% payment to the bank The Seller shall deliver all the products within below account as designated by the Seller within 3 days after 7 days after receipt of 100% of payment. effectiveness of the Contract. XS120070364 November 26, 2007 See Table 4 The Buyer shall remit the 100% payment to the bank The Seller shall deliver all the products within below account as designated by the Seller within 3 days after 7 days after receipt of 100% of payment. effectiveness of the Contract. XS120070367 November 30, 2007 See Table 5 The Buyer shall remit the 100% payment to the bank The Seller shall deliver all the products within below account as designated by the Seller within 3 days after 7 days after receipt of 100% of payment. effectiveness of the Contract. XS120070372 December 10, 2007 See Table 6 After effectiveness of the Contract, the Buyer shall remit Delivery by installments is allowed. The Buyer below the 100% payment to the bank account as designated by shall remit each installment of payment to the the Seller (The Seller does not accept other settlement account designated by the Seller in accordance meanings) according to Article 4.3. with the actual quantity and amount actually delivered within 3 working days after receipt of Seller's delivery notice marked with the detailed power list. XS120070398 December 12, 2007 See Table 7 After effectiveness of the Contract, the Buyer shall remit Delivery by installments is allowed. The Buyer below the 100% payment to the bank account as designated by shall remit each installment of payment to the the Seller (The Seller does not accept other settlement account designated by the Seller in accordance meanings) according to Article 4.3. with the actual quantity and amount actually delivered within 3 working days after receipt of Seller's delivery notice marked with the detailed power list.

Table 1

Specifications and Quantity Unit Price

Product Parameters (Pieces) Watt (RMB) Total Amount Monocrytalline 125 15.5% 83300 191923.2 26.6 5105157.12 Monocrytalline 125 15.25% 43950 99634.65 26.6 2650281.69 Monocrytalline 125 15% 69600 155208 26.6 4128532.8 Monocrytalline 125 14.75% 45100 98859.2 26.6 2629654.72 Monocrytalline 125 14.5% 161006 346967.93 26.6 9229346.94 Multicrystalline 156 16.75% 269 1096.175 26.6 29158.255 Multicrystalline 156 16.50% 735 2951.025 26.6 78497.265 Multicrystalline 156 16.25% 3332 13174.728 26.6 350447.76 Multicrystalline 156 16% 6048 23544.864 26.6 626293.38 Multicrystalline 156 15.75% 7139 27527.984 26.6 732244.37 Multicrystalline 156 15.5% 11036 41605.72 26.6 1106712.15 Multicrystalline 156 15.25% 12650 46931.5 26.6 1248377.9 Multicrystalline 156 15% 12299 44903.649 26.6 1194437.06 Multicrystalline 156 14.75% 29750 106832.25 26.6 2841737.85 Multicrystalline 156 14.5% 25767 90931.743 26.6 2418784.36 Multicrystalline 156 14.25% 22336 77483.584 26.6 2061063.33 Multicrystalline 156 14% 23837 81260.333 26.6 2161524.86

Total 558154 1450836.53 38,592,251.8

Total Amount (in word): thirty-eight million five hundred and ninety-two thousand two hundred and fifty-one point eight Remark: including 17% value-added tax

Table 2

Specifications and Unit Price

Product Parameters Quantity Watt (RMB) Total Amount Monocrytalline 125*125 Solar Cell 16.25% 21000 pieces 50673 RMB26/Watt 1317498 Monocrytalline 125*125 Solar Cell 16% 9000 pieces 21393 RMB26/Watt 556218

Total 30000 pieces 72066 1873716

Total Amount (in word) One million Eight thousand seven hundred and seventy three thousand seven hundred and sixteen Remark: including 17% value-added tax

Table 3

Specifications and Unit Price

Product Parameters Quantity Watt (RMB) Total Amount Monocrytalline 125*125 17.75% 15000 pieces 39556.5 28.8 1139227.2 Monocrytalline 125*125 17.50% 20000 pieces 52000 28.8 1497600 Monocrytalline 125*125 17.25% 5000 pieces 12775 28.8 367920

Total 40000 pieces 104331.5 3004747.2

Total Amount (in word) three million four thousand seven hundred and forty seven point two Remark: including 17% value-added tax Table 4 Specifications and Unit Price

Product Parameters Quantity Unit (RMB/watt) Total Amount Monocrytalline 125*125 Solar Cells Conversion efficiency: 80000 piece watt 27.5 around ³16% about 193040 5308600 Total Amount (in word) five million three hundred and eight thousand six hundred Remark: including 17% value-added tax Table 5 Specifications and Unit Price Product Parameters Quantity Watt (RMB) Total Amount Monocrytalline 125*125 15% 26687 pieces 59512.01 26 1547312.26 Monocrytalline 125*125 14.75% 21884 pieces 47969.73 26 1247212.93 Monocrytalline 125*125 14.50% 19904 pieces 42893.12 26 1115221.12

Total 68475 pieces 150374.86 3909746.3

Total Amount (in word) three million nine hundred and nine thousand seven hundred and forty six point three Remark: including 17% value-added tax

Table 6

Quantity Unit Price Specifications and Product Parameters (MW) Unit (RMB/watt) Total Amount Monocrytalline 125*125 ³16% 27.5 0.3 MW around 8250000 Monocrytalline 125*125 15.50%-15.75% 27 Total Amount (in word) around eight million two hundred and fifty thousand Remark: including 17% value-added tax

Table 7 Quantity Unit Price Specifications and Product Parameters (MW) Unit (RMB/watt) Total Amount Monocrytalline 125*125 Solar Cells Conversion efficiency: ³16% 27.5 0.5 MW around 13650000 Monocrytalline 125*125 Solar Cells Conversion efficiency: 15.50%-15.75% 27 Total Amount (in word) around thirteen million sixty hundred and fifty thousand Remark: including 17% value-added tax

7 Exhibit 4.74 English Translation

LONG-TERM SALES CONTRACT

Contract No. XS120080012 Execution Place: Jiangning District, Nanjing Execution Date: January 10, 2008 Seller: CEEG (Nanjing) PV-Tech Co., Ltd. (Seal) Buyer: CEEG (Shanghai) Solar Science and Technology Co., Ltd. Add.: 123 Focheng West Road, Jiangning Economic & Technical Development Add.: 4H, Hongqiao Business Mansion, No. 2272, Hongqiao Road, Zone, Nanjing Shanghai Postal Code: 211100 Postal Code: Legal representative: Tingxiu Lu Legal representative: Zhifang Cai Proxy: Proxy: Qiang Tao Tel: 025-52766714 Tel: 021-57850711 Fax: 025-52766767 Fax: 021-57850700

The Buyer and the Seller enter into and abide by this agreement on the following stipulations:

1. Product

Product Specifications Conversion efficiency Quantity Unit Price Total Amount (RMB) Monocrytalline 125*125 ³17.00% (SE or HP) 2MW RMB29.0/watt Approximately 58,000,000 Monocrytalline 125*125 17.% ~ 17.25% 6MW RMB28.0/watt Approximately 163,800,000 Monocrytalline 125*125 17.25% RMB27.5/watt Solar Cells (including A2, A3 cells) Monocrytalline 125*125 16% ~ 16.75% RMB27.0/watt Monocrytalline 125*125 15.50% ~ 15.25% RMB26.6/watt Multicrytalline 156*156 ³14.75% 2MW RMB27.2/watt Approximately 53,400,000 Multicrytalline 156*156 14% ~ 14.5% RMB26.6/watt Total 10MW Approximately 275,200,000 Total Amount (in word) : RMB two hundred and seventy-five million two hundred thousand only

Remarks: 1. The prices shall be subject to renegotiation every three months except for the prices for January to March, which are fixed. 17% of value added tax is included.

2. Term of the Contract: 6 months (January 2008 to June 2008)

2. Term and Condition of Payment 2.1 The Buyer shall remit the payment according to the quantity and amount listed in delivery notice to the account designated by the Seller within 3 days after receipt of delivery notice detailed in watt. The Seller agrees to grant the Buyer a credit line of RMB20 million as well as a credit term of one month. In case that the amount due from the Buyer is in excess of RMB20 million or one-month credit term, the Buyer shall make the payment, otherwise the Seller is entitled to cancel the delivery of goods and will not recover such delivery until payment made by the Buyer.

3.1 The account designated by the Seller: Merchant Bank, Jiangning Sub-Branch: 078002380175610001.

3. Packing and Transit The products shall be packed in carton, and the packaging shall meet the requirement of long distance road transportation. The packing costs are borne by the Seller.

4. Term of Delivery and Destination 4.1 Destination: the Seller's location

4.3 Delivery Schedule From January 2008 to June 2008

Delivery Time Quantity (MW/Month) January 2008 1MW (S125: 1MW) February 2008 1MW (S125: 1MW) March 2008 2MW (S125: 1MW; M156: 0.5MW; SE: 0.5MW) April 2008 2MW (S125: 1MW; M156: 0.5MW; SE: 0.5MW) May 2008 2MW (S125: 1MW; M156: 0.5MW; SE: 0.5MW) June 2008 2MW (S125: 1MW; M156: 0.5MW; SE: 0.5MW)

4.4 The Seller shall provide value-added tax invoice to the Buyer within 15 days after delivery of goods.

5. Quantity and Quality Standard and Inspection Refers to detailed product specifications of CEEG (Nanjing) PV-Tech Co., Ltd., excluding clause 5.4 delivery and transportation

6. Transfer of Contract Neither party may, without written consent of the other party, transfer all or part of rights or obligations to the third party.

Any one may reach the Buyer's counsel, Mr. Xu Changming at 13851647666, or [email protected] for such issue .

11.2 This Contract shall be executed in four counterparts with same legal effect, with each of the parties hereto holding two. Both parties shall send the original copy to the other within 3 working days after execution. The copy delivered through telefax shall be as valid as the original.

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

11.4 In case of any discrepancy between the detailed product specifications and the Contract, the Contract shall prevail.

Party A: Party B: CEEG (Nanjing) PV-Tech Co., Ltd. (Seal) Company Name: CEEG (Shanghai) Solar Science and Technology Co., Ltd. (Seal) Entrust Agent: Entrust Agent: Execution Date: Execution Date:

3 Exhibit 4.75 English Translation

LONG-TERM SALES CONTRACT

Contract No. XS320070085 Execution Place: Nanjing Execution Date: November 28, 2007 Buyer: CEEG (Shanghai) Solar Science and Technology Co., Ltd. Add.: 4H, Hongqiao Business Mansion, No. 2272, Hongqiao Road, Shanghai Legal representative: Zhifang Cai Tel: 021-57850711 Fax: 021-57850700 Seller: CEEG (Nanjing) PV-Tech Co., Ltd. (Seal) Add.: 123 Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing Tel: 025-52766714 Fax: 025-52766767

The Buyer and the Seller enter into and abide by this agreement on the following stipulations:

1. Product Monocrystalline solar cell modules

Price/Wp Specs & Name of goods parameters Qty. Unit (tax included) Total amount Monocrystalline silicon solar cell module 175Wp-72 965 Piece 32.3/Wp 5,454,662.50

Total 5,454,662.50

Grand total (in words): RMB five million four hundred and fifty-four thousand six hundred and sixty-two yuan five jiao Remarks: another list may be used if this list is not enough.

2. Quality requirements and technical standards a. Peak watts of module: 175Wp (+/-3%) b. Module dimensions: 1580*808*50 (MM) c. Module terminal box: the port terminal of terminal box shall imitate MC4. No product origin identification on terminal box and cable.

The physical parameters of module are as follows:

Net weight of module (kg) 16KG Type of frame 450 chamfer aluminum alloy frame Power guarantee Within 10 years, the minimum peak value of photovoltaic modules is above 90%; within 25 years, the minimum peak value of photovoltaic modules is above 80%. Quality guarantee Replacement in case of quality problem under normal use conditions within 2 years Thickness of toughened glass (mm) 3.2 Number of bypass diodes 3 Requirement on type of terminal box No sign of country of origin Parameter of bypass diode 10A Range of operating temperature -40°C +85°C

3. Seller's product quality warranty and warranty period: the Seller shall provide free-of-charge replacement and repair within 5 years after the Buyer inspects and accepts products and warrant that 10 years' attenuation rate is not above 10%, 25 years' attenuation rate is not above 20% and service life is not less than 25 years.

4. Method and time of settlement: the Buyer shall make full payment for the received goods by telegraphic transfer within 15 days of receiving the VAT invoice of such goods.

5. Packaging requirement: the Seller shall adopt neutral packaging for goods. Any information on country of origin shall not be indicated. The carton shall indicate commodity name, specs, quantity, gross and net weights, size and shipping mark. The Seller shall provide the packaging cartons suitable for sea transportation so as to meet sea transport requirements.

6. Time, place and means of delivery (picking up): 6.1 Place of delivery (picking up): Port of Shanghai

6.2 Time of delivery (picking up): November 23, 2007

7. Means and expenses of transport: the inland freight of transport to Port of Shanghai shall be borne by the Seller.

8. Quantity, quality inspection and objection: the Buyer shall complete quality inspection according to the standards specified in this Contract within fifteen days of picking up goods. If quality problems are found, the Buyer shall raise a written objection to the Seller within fifteen days thereafter. Where the Buyer does not raise any quality objection within thirty days of picking up goods, it shall be deemed that the Buyer accepts the quality of the products supplied by the Seller. In case of any quantity objection, the Buyer shall notify the Seller within seven days of picking up goods.

If the result of the inspection made by a third-party inspection institution acceptable to both parties shows or the Seller acknowledges that the Seller's products have quality problems, the Seller will provide additional goods in the actual quantity and the Buyer shall return the defective products.

9. Transfer of Contract Neither party may, without written consent of the other party, transfer all or part of rights or obligations to the third party.

11. Force Majeure If any party is unable to perform its contractual liabilities due to any force majeure event, the affected party shall notify the other party within 7 days upon the occurrence of such event, and shall present written evidence issued by the relevant authority within 15 days upon the end of such events and could partially or wholly exempt from the liability in the light of the impact caused by force majeure. Where an event of force majeure occurs after the party's delay in performance, the defaulting party shall not be released from its liabilities.

12. Settlement of Disputes All disputes arising from the validity, performance and interpretation of this Contract shall be settled through consultation by both parties. In case no settlement can be reached through consultation, both parties agree that the dispute shall be submitted to the People's court of jurisdiction where the Buyer is located. The relevant expenses (including legal cost, travel expenses, notary fees, cost of adducing evidence, arbitration fees and so on) shall be borne by the losing party.

13. Effectiveness and Miscellaneous This Contract shall come into effect upon signature and seal of the parties. If the Contract has more than one page, then each page should be sealed on the perforation. This Contract shall be executed in two counterparts with same legal effect, with each of the parties hereto holding one. Both parties shall send the original copy to the other within 3 working days after execution. The copy delivered through telefax shall be as valid as the original. Any matters not covered in this Contract shall be mutually negotiated by both parties and be set forth in the supplementary agreements, which have the same legal effect as this Contract.

Party A: Party B: CEEG (Nanjing) PV-Tech Co., Ltd. (Seal) Company Name: CEEG (Shanghai) Solar Science and Technology Co., Ltd. (Seal) Entrust Agent: Entrust Agent: Execution Date: Execution Date:

3 Exhibit 4.76 English Translation

Module Processing Contract

Contract No.: XS320070111 Signing place: Nanjing Signing date: December 19, 2007

Party A: CEEG Nanjing PV-Tech Co., Ltd. Party B: CEEG (Shanghai) Solar Science & Technology Co., Ltd. Address: No. 123, Focheng West Road, Jiangning Development Zone, Nanjing Address: 4H, Hongqiao Commercial Building, No. 2272 Hongqiao Road, Changning District, Shanghai Postal code: 211100 Postal code: 201616 Legal representative: Lu Tingxiu Legal representative: Cai Zhifang Contact person: Chen Yuan Authorized representative: Tel.: 025-52766851 Tel.: +86/021-57850711 Fax: 025-52766767 Fax: +86/021-57850700

Both parties hereby agree below with respect to Party A entrusting Party B to process solar cells into solar cell modules (hereinafter referred to as "Modules"):

1. Processing Object

Cell Unit Total processing Nominal processing fee (RMB) Breakage fee, RMB/ (including 17% Cell module power Qty. Qty. Actual qty. Model rate Efficiency watt VAT) BS-175-5M4.1 175W 1680PCs 120,960PCs 122,170PCs Monocrystalline 125 1% ³16.25% 5.5 1,617,000 Total 1680PCs 120,960PCs 122,170PCs 1,617,000 Total amount (in words) RMB one million six hundred and seventeen thousand yuan (RMB 1,617,000.00)

Most of the cells provided by Party A for processing are positive Category A cells. Party A shall first deliver the existing Category A cells in the plant to Party B for production. In case Category A cells are insufficient, A2 or A3 cells will be replenished for production.

2. Quality requirements 2.1 The physical parameters of the cells provided by Party A:

1. Type: P 2. Efficiency: ³16.25%

2.2 The modules processed by Party B according to Party A's requirements shall be produced according to Party B's own processes and quality system. Party B shall guarantee that the provided products meet TUV certification standard and their quality is not lower than the quality of the same type of products. Electrical property report shall be provided for each of the modules delivered by Party B. Party B shall provide replacement products if quality problems occur under normal use conditions within 5 years (after the date of acceptance by Party A).

The physical parameters of module are as follows:

Module model BS-175-5M4.1 Standard power 175W Type of cell Monocrystalline silicon Number of cells 72PCs Cell conversion rate (%) ³16.25% Cell specs (mm) 125*125 Best working voltage (V) 35.3V Best working current (A) 4.96A Open-circuit voltage (V) 44.5V Short-circuit current (A) 5.34A System's maximum voltage (V) 1000V(DC) Module length (mm) 1580 Module width (mm) 808 Module thickness (mm) 50 Net weight of module (kg) 16KG Type of frame 45° chamfer aluminum alloy frame Power guarantee Within 10 years, the minimum peak value of photovoltaic modules is above 90%; within 25 years, the minimum peak value of photovoltaic modules is above 80%. Quality guarantee Replacement in case of quality problem under normal use conditions within 5 years Thickness of toughened glass (mm) 3.2 Number of bypass diodes 3 Requirement on type of terminal box No sign of country of origin Parameter of bypass diode 10 Range of operating temperature -40°C +85°C Module tolerance ±3% (average efficiency of cells is 16.50%. To be separately specified if not reached)

3. Terms of delivery: 3.1 Place of delivery: Party B's plant

3.2 After Party A transports cells to Party B's plant, Party B shall deliver goods within 10 days.

Where the breakage rate of cells is less than 1% in the course of module processing, the actual breakage rate shall prevail. The remaining cells shall be returned to Party A. Where Party B fails to deliver goods on time, it shall undertake all the economic losses thus incurred to Party A.

4. Packaging: Neutral packaging. No information on country of origin. The carton shall indicate commodity name, specifications, quantity, gross weight, net weight, size and shipping mark.

In case any order has special requirements, Party A will provide the sample of packaging carton to Party B. Party B shall comply with Party A's requirements.

5. Transport: Highway transport. Freight is to be borne by Party A.

6. Payment 6.1 Party B shall mail the VAT invoice to Party A within ten days after delivery.

6.2 Party A shall pay the processing fee within fifteen days from receiving the VAT invoice provided by Party B.

7. Quantity and quality objections 7.1 Quantity objection: as for the objections regarding quantity, specifications, model and other appearance parameters, Party A shall notify Party B within 15 days of picking up goods.

7.2 Quality warranty period: After Party A receives goods, Party A or its customer Bauer Solartechnik GmbH will inspect the specifications and quality according to TUV's technical standard. If the modules delivered by Party B do not comply with the standard or quantity is insufficient, Party B shall be responsible for replacement or replenishment after Party A provides TUV inspection report to Party B.

Warranty period is as follows: Party B shall provide replacement products if quality problems occur under normal use conditions within 5 years. Within 10 years, the minimum peak output of photovoltaic modules is above 90%; within 25 years, the minimum peak output of photovoltaic modules is above 80%. If the cells provided by Party A have a quality problem and the final inspection result issued by an authoritative inspection institution after inspection so proves, Party A shall solely undertake the responsibility.

9. Transfer of Contract Neither party may, without written consent of the other party, transfer all or part of rights or obligations to the third party.

11. Settlement of Disputes All disputes arising from the validity, performance and interpretation of this Contract shall be settled through consultation by both parties. In case no settlement can be reached through consultation, both parties agree that the dispute shall be submitted to the People's court of jurisdiction where the Buyer is located. The relevant expenses (including legal cost, travel expenses, notary fees, cost of adducing evidence, arbitration fees and so on) shall be borne by the losing party.

12. Effectiveness and Miscellaneous 12.1 This Contract shall come into effect upon seal of the parties or signature of special authorized agent.

12.2 This Contract shall be executed in two counterparts with same legal effect, with each of the parties hereto holding one. Both parties shall send the original copy to the other within 3 working days after execution. The copy delivered through telefax shall be as valid as the original.

12.3 Any matters not covered in this Contract shall be mutually negotiated by both parties and be set forth in the supplementary agreements, which have the same legal effect as this Contract. In case of any discrepancy between the attachment I and the Contract, the Contract shall prevail.

12.4 The solar cells and solar modules hereunder are in possession of Party A. Without Party A's consent, Party B shall not dispose of solar cells nor solar modules, including but not limited to selling and retaining such products.

Party A: CEEG (Nanjing) PV-Tech Co., Ltd. (Seal) Contact Person: Execution Date:

Party B: Company Name: CEEG (Shanghai) Solar Science and Technology Co., Ltd. (Seal) Contact Person: Execution Date:

4 English Translation

Exhibit 4.77

Security Agreement

Contract No.: RZ20080004

Execution Date: May 16, 2008

Execution Plan: Jiangning, Nanjing

This agreement is entered into in Nanjing, PRC by and between the following parties: Party A: China Electric Equipment Group Co., Ltd. Party B: China Sunergy (Nanjing) Co., Ltd.

Through friendly consultation between both parties, Party A agrees that Party A will provide security for Party B for its bank credit up to RMB 1 billion with the term from May 17, 2008 to May 16, 2010. Party A will provide such security to Party B free of charge. In the event Party A's credit capacity or operation status is materially changed, both parties will otherwise negotiate whether to change the total amount of the security or not.

This agreement shall be governed by and interpreted in accordance with the laws of the People's Republic of China.

This agreement is made in two original counterparts, with each party holding one, and shall take into effect upon the execution and seal by the authorized representatives of each party.

Party A: China Electric Equipment Group Co., Ltd. (Seal) Party B: China Sunergy (Nanjing) Co., Ltd. Authorized Representative (Signature): Authorized Representative (Signature): /s/ Lu Tingxiu /s/ Lu Tingxiu Date: Date: Exhibit 8.1 List of Subsidiaries of China Sunergy Co., Ltd. (the "Registrant")

1. China Sunergy Co., Ltd., incorporated in the British Virgin Islands.

2. China Sunergy (Hong Kong) Co., Ltd., incorporated in Hong Kong.

3. China Sunergy (Nanjing) Co., Ltd., incorporated in the People's Republic of China.

4. China Sunergy Europe GmbH, incorporated in Germany.

5. China Sunergy (Shanghai) Co., Ltd., incorporated in the People's Republic of China. Exhibit 12.1

Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Ruennsheng Allen Wang , Chief Executive Officer of China Sunergy Co., Ltd. (the "Company"), certify that: 1. I have reviewed this annual report on Form 20-F of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent function): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: June 6, 2008

By: /s/ RUENNSHENG ALLEN WANG Name: Ruennsheng Allen Wang Title: Chief Executive Officer

1 Exhibit 12.2

Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kenneth Luk , Chief Financial Officer of China Sunergy Co., Ltd. (the "Company"), certify that: 1. I have reviewed this annual report on Form 20-F of the Company;

Date: June 6, 2008

By: /s/ KENNETH LUK Name: Kenneth Luk Title: Chief Financial Officer

1 Exhibit 13.1

Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of China Sunergy Co., Ltd. (the "Company") on Form 20-F for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Allen Ruennsheng Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 6, 2008

By: /s/ RUENNSHENG ALLEN WANG Name: Ruennsheng Allen Wang Title: Chief Executive Officer

1 Exhibit 13.2

Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of China Sunergy Co., Ltd. (the "Company") on Form 20-F for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kenneth Luk, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 6, 2008

By: /s/ KENNETH LUK Name: Kenneth Luk Title: Chief Financial Officer

1 Exhibit 15.1 June 6, 2008

China Sunergy Co., Ltd. DIRECT LINE: 2842 9595 No. 123, Focheng West Road, Jiangning Economic & E-MAIL: [email protected] Technical Development Zone OUR REF: AL/yc/266170 (M#871778) Nanjing YOUR REF: Jiangsu 211100 People's Republic of China

Dear Sirs, China Sunergy Co., Ltd. (the "Company") Annual Report on Form 20-F We hereby consent to the filing of this letter as an exhibit to the Company's annual report on Form 20-F for the year ended 31 December, 2007 with the U.S. Securities and Exchange Commission, and to the reference therein to our firm under the heading "Cayman Islands Taxation" in the annual report. 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 Securities Act, or the Rules and Regulations of the U.S. Securities and Exchange Commission thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman Conyers Dill & Pearman Exhibit 15.2 Consent of Jun He Law offices, PRC Counsel

June 6, 2008

CHINA SUNERGY CO., LTD. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, People's Republic of China

Dear Sir or Madam: We hereby consent to the references to us by CHINA SUNERGY CO., LTD. ("the Company") under the heading "Risks Related to Doing Business in China" in the Annual Report on Form 20-F of the Company for the year ended December 31, 2007.

Yours faithfully, For and on behalf of

/s/ JUN HE LAW OFFICES JUN HE LAW OFFICES Exhibit 15.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-148125 on Form S-8 of our report dated May 19, 2008, relating to the financial statements and financial statement schedules of China Sunergy Co., Ltd., appearing in this Annual Report on Form 20-F of China Sunergy Co., Ltd. for the year ended December 31, 2007.

/s/ Deloitte Touche Tohmatsu CPA Ltd. Shanghai, China

June 6, 2008