English Translation of Agreement on Co-Construction Transformer Substation



 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

  

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 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. 
  

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 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 
  

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