Sales Contract between Aleo Solar AG and Sunergy Nanjing



 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: yong.you@n-pv.com
	
	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: haseloff@aleo-solar.de

 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: 
  

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 Goods description: 
  

									
	 Description and Specifications
	 	 Supply
 duration
	 	 Quantity
 per Year (MW)
	 	 Unit Price
 €/W
	 	 (€)
 Total Amount
 FCA NANJING

	 Monocrystalline silicon solar cell
 Cell size, pseudo square shape ( 125x125mm )
	 		 		 		 	
					
		 		 	1st half of 2008:	 	EXW Nanjing	 	
					
	 Thickness:
     235+40μm/-20
     215+40μm/-20
     2 busbars
	 		 	10 MW	 	 € [****]*wp until
 June
30th 2008
	 	 € [****]*

					
	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 also an important part of this contract.	 		 	 2nd half of 2008:
 20 MW
	 	 price to be fixed before March 30,2008
 target-price
is € [****]*/wp
	 	 t.b.c.

					
	 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. 

  

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 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. 
  

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 3.2 Yearly payment schedule: 
  

									
	 Delivery year
	 	 Prepayment
Ratio
	 	 Prepayment
 amount
	 	 Time due for
 prepayment
	 	 Payment for
 remnant amount

	 Year 2008
	 	 For the first half of 2008:
  
  
  
 For the second half
of 2008:
	 	 € [****]*,-
  
  
 € [****]*,-
  
  
 t.b.c.
 20% of the
 value
for the
 second half of
 2008
	 	 payable in December 2007
 against bank
guarantee
  
 payable in March 2008
 against bank guarantee
  
  
 payable in June 2008
 Against bank guarantee.
	 	Invoices for each shipment shall include the deduction of the prepayment, according to the table below.

 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.

  

									
	 Month
	  	Prepayment Mio €	  	Value of Shipment
according to
delivery
schedule in Mio
€	  	Value of shipment
including price
deduction in Mio €	  	50% of invoice in
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. 

  

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 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 Schedule
	  	Delivery Quantity (MW/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)

  

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 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. 
  

 6 








 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. 
  

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 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	 	

  

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 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: 

  

									
	 Description and Specifications
	  	 Supply duration
	  	 Quantity per
 Year (MW)
	  	 Unit Price
 €/W
	  	 Total Amount
 FCA NANJING

	 Monocrystalline silicon solar cell
 Cell size, pseudo square shape
 (125×125mm)
	  		  		  	EXW Nanjing	  	  
 €[****]*-
 SAY: [****]*.

					
	 Thickness:
 235+40ìm/-20
 215+40ìm/-20
 2 busbars
	  		  	 1st half of 2008:
 8 MW
	  	 €[****]*/wp
 until June 30th
 2008
	  	t.b.c
	 Average conversion efficiency
 >=16.0%
 Minimum conversion efficiency
 14.5%
	  	Year 2008	  	  
 2nd half of 2008:
 15 MW
	  	 price to be fixed
 before March 30,
 2008
 target-price
is
 €[****]*/wp
	  	
	 All the details on the parameter
 are shown on the appendix 1,
 which is also an important part of
 this contract.
	  		  		  		  	
	 SE
 Selective emitter Monocrystalline
 silicon solar cell
 Cell size, pseudo square shape
 (125×125mm)
  
 Thickness:
 235+40ìm/-20
 215+40ìm/-20
 2 busbars
	  	 Year 2008
  
	  	  
 1st half of 2008:
 2 MW
  
 2nd half of 2008:
 5 MW
  
	  	 EXW Nanjing
  
 €[****]*/wp
 until June 30th
 2008
  
 price to be fixed
 before March 30,
 2008
  
	  	 €[****]*-
 SAY: [****]*

	 Minimum conversion efficiency
 17.00%
	  		  		  		  	
	 Total
	  		  	30 MW	  		  	 € EUR
 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. 

  

 9 








 2) Price and Delivery schedule: 
  

									
	 Delivery period
 2008
	  	Standard Mono125
(Ave. 16%, min. 14.5%)	 	SE. Cells
(Ave. 17.5%, min. -17%)
	  	Quantity (MW)	  	Price (EUR)
EXW Nanjing	 	Quantity (MW)	  	Price (EUR)
EXW Nanjing
	 January
	  	1.2MW	  	 €[****]*/w
	 	0.3MW	  	€[****]*/w
	 February
	  	1.2MW	  	 	0.3MW	  
	 March
	  	1.2MW	  	 	0.3MW	  
	 April
	  	1.4MW	  	 	0.3MW	  
	 May
	  	1.5MW	  	 	0.4MW	  
	 June
	  	1.5MW	  	 	0.4MW	  
	 July
	  	2.5MW	  	  
 To be confirmed
	 	0.5MW	  	To be confirmed
	 August
	  	2.5MW	  	 	0.5MW	  
	 September
	  	2.5MW	  	 	1.0MW	  
	 October
	  	2.5MW	  	 	1.0MW	  
	 November
	  	2.5MW	  	 	1.0MW	  
	 December
	  	2.5MW	  	 	1.0MW	  
	 Total
	  	23MW	  		 	7.0MW	  	

 3) Payment Terms 
 3.1 Yearly Prepayment Schedule 
  

									
	 Delivery
 year
	  	Prepayment Ratio	  	Prepayment
amount	  	Time due for
prepayment	  	Payment for remnant
amount
	2008	  	For the first half of 2008:
	  	€[****]*	  	payable on Jan 25 2008 Against bank guarantee
	  	Invoices for each shipment
 shall include the deduction
of the
prepayment,
according to the table
below.

	  	  	€[****]*,-	  	payable in March 2008 against bank guarantee
	  
	  	For the second half
of 2008:	  	t.b.c. 30% of the value
 for the second half
 of 2008
	  	payable in June 2008 Against bank guarantee
	  

 3.2 Invoices for each shipment shall include the deduction of the prepayment according to the following table:

  

									
	 Month
	  	 Prepayment
 €
	  	 Value of Shipment
 according to delivery
 schedule in Mio €
	  	 Value of shipment
 excluding prepayment
 in Mio
€
	  	 50% of invoice 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. 

  

 10 









			
	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