Exhibit
4.78

      English Translation of
Chinese Language Document

      


      Form
of Sales Contract

      


      Contract
No.: Column
A

      Signing
Place: Jiangning District, Nanjing

      Signing
Date: Column
B

      


      
        
          
            	
                    The
      Seller: China Sunergy (Nanjing) Co., Ltd.

                  	 
      	
                    The
      Buyer: CEEG (Shanghai) Solar Science & Technology Co.,
      Ltd.

                  
	
                    Address:
      No. 123, West Focheng Road, Economy and Technology Development Zone,
      Jiangning, Nanjing

                  	 
      	
                    Address:
      No. 68 West Gangde Road, Songjiang District, Shanghai

                  
	
                    Contact
      person: Jianhua Zou

                  	 
      	
                    Contact
      person: Qiang Tao

                  
	
                    Tel.:
      025-52766701

                  	 
      	
                    Tel.:
      025-57850711

                  
	
                    Fax:
      025-52766767

                  	
                      

                  	
                    Fax:
      025-57850374

                  


          

        

      

      


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

      
        	
                1.

              	
                Goods
      summary

              


      

       Column
C

      
        	
                2.

              	
                Time
      and terms of payment

              


      

      After the effectiveness of this
contract, the Seller shall deliver to the Buyer the solar cells in installments
with the quantity, specifications and types provided in this
contract.  The Buyer shall remit the advance payment which accounts
for 50% of total price of cells of each shipment into the account designated by
the Seller within three days before the delivery of each shipment and then pick
up the goods. As for the remaining 50% of each payment for goods, the Seller
allows the Buyer to accumulate such amount to the credit facility of RMB 20
million granted to the Buyer (the credit facility of RMB 20 million is agreed in
the contract numbered XS120080200).

      A/C No.
of Jiangning Sub-branch of China Merchants Bank: 078002380175610001

      


      
        	
                3.

              	
                Packing
      requirements: The goods shall be packed in carton boxes suitable for
      highway transportation so as to meet requirements for long-distance and
      long-time transportation.

              


      

      


      
        	
                4.

              	
                Place
      and term of delivery

              


      

      4.1 Place of delivery: the Seller’s
location.

      4.2 The Buyer shall be responsible for
the transportation and the corresponding insurance of the goods.  If
the Buyer requires the Seller to handle the transportation affairs for it, it
shall bear the costs and risks of the transportation and shall buy insurance by
itself.

      4.3 Delivery in installments
allowed.  The Buyer shall remit the payment which accounts for 50% of
such goods into the account designated by the Seller based on the actual
delivery quantity and amount within three days upon receiving the delivery
notice marked with the specific power list issued by the Seller.

      4.4 The Seller shall deliver all the
goods of such shipment within 7 days upon receiving such 50%
payment.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

      


      4.5 The Seller shall provide VAT
invoices to the Buyer within 10 days after each delivery.

      


      
        	
                5.

              	
                Quality
      requirements and technical
standards:

              


      

      See Appendix I for the standard cells
hereunder (shipment and transportation terms in Article 5.4 thereof are
inapplicable).

      


      
        	
                6.

              	
                Quantity
      and quality objection: The Buyer shall complete quantity and quality
      inspection in accordance with the standard prescribed hereunder within
      seven days after picking up the goods. Any quantity and quality claims
      shall be issued by the Buyer in writing within three days of detection,
      and shall be inspected by a third party agreed upon by both parties, if
      necessary.  If the Buyer fails to raise a claim within ten days
      after picking up the goods, the Seller’s products shall be deemed as
      qualified.

              


      

      


      
        	
                7.

              	
                Transfer
      of Contractual Rights and
Obligations

              


      

      Neither
party may transfer all or part of the rights and obligations hereunder without
written consent of the other party.

      


      
        	
                8.

              	
                Confidentiality

              


      

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

      


      
        	
                9.

              	
                Force
      majeure

              


      

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

      


      
        	
                10.

              	
                Integrity
      Assurance

              


      

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

      The
integrity report method: Supervision Report Mailbox: JC@Chinasunergy.com, Report
Phone Number: 86-25-5276 6726

      


      
        	
                11.

              	
                Dispute
      resolution

              


      

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


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	
                12.

              	
                Effective
      and miscellaneous

              


      

      12.1 The contract shall take effect
upon signature by both parties or seal by the special authorized agents. In case
the contract text covers more than one page, seal on the perforation shall be
affixed to such pages.

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

      12.3 Any matters not mentioned herein
shall be mutually negotiated between both parties and set forth in the
supplemental agreements, which shall have the same legal effect as the
contract.

      


      
        
          
            	
                    The
      Seller: China Sunergy (Nanjing) Co., Ltd.

                  	 
      	
                    The
      Buyer: CEEG (Shanghai) Solar Science & Technology Co.,
      Ltd.

                  
	
                    Signature/seal:
      /s/

                  	 
      	
                    Signature/seal:
      /s/

                  
	
                    Date:

                  	
                      

                  	
                    Date:

                  


          

        

      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      

        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    Column A

                                  	
                                    Column B

                                  	
                                    Column C

                                  
	
                                    1

                                  	
                                    XS120090387

                                  	
                                    2009-09-03

                                  	
                                    See
      Table
      1

                                  
	
                                    2

                                  	
                                    XS120090450

                                  	
                                    2009-09-30

                                  	
                                    See
      Table
      2

                                  
	
                                    3

                                  	
                                    XS120090481

                                  	
                                    Not
      specified

                                  	
                                    See
      Table
      3

                                  
	
                                    4

                                  	
                                    XS120090501

                                  	
                                    Not
      specified

                                  	
                                    See
      Table
      4

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      Table 1

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Subject

                                            	
                                              Specification
      and parameter

                                            	
                                              Quantity
      (MW)

                                               

                                            	
                                              Unit
      price (RMB/W)

                                               

                                            	
                                              Amount
      (RMB)

                                            
	
                                              Monocrystalline
      125 cells A (DJ165)

                                            	
                                              ≥17.00%

                                            	
                                              2.5
      MW

                                            	
                                              10.4

                                            	
                                              Around
      26,250,000

                                            
	
                                              Monocrystalline
      125 cells A (DJ165)

                                            	
                                              16.25%-16.75%

                                            	
                                              10

                                            
	
                                              Monocrystalline
      156 cells A

                                            	
                                              ≥17.25%

                                            	
                                              10.8

                                            
	
                                              Polycrystalline
      156 cells A

                                            	
                                              ≥15.25%

                                            	
                                              10.4

                                               

                                            
	
                                              In
      total

                                            	
                                              2.5
      MW

                                            	 
      	
                                              Around
      26,250,000

                                            
	
                                              Total
      amount (in words): Around RMB twenty-six million two hundred and fifty
      thousand

                                            
	
                                              Remark:
      the price includes 17% valued-added tax
(VAT)

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      As
supplemented by the supplementary contract numbered XS120090387-1 dated
September 9, 2009:

      With the
total quantity and total amount as specified in the original contract unchanged,
the parties agreed to add the supply of monocrystalline 156 cells A and
polycrystalline 156 cells B:

      
        
          
            
              
                
                  	
                          Subject

                        	
                          Scope
      of conversion efficiency

                        	
                          Unit
      price

                        
	
                          Monocrystalline
      156 cells A

                        	
                          17.00%

                        	
                          10.2
      RMB/W

                        
	
                          Monocrystalline
      156 cells A

                        	
                          16.25%-16.75%

                        	
                          10
      RMB/W

                        
	
                          Polycrystalline
      156 cells B

                        	
                          ≥15.00%

                        	
                          25
      RMB/piece

                        


                

              

            

          

        

      

      As
further supplemented by the supplementary contract numbered XS120090387-2 dated
September 21, 2009:

      With the
total quantity and total amount as specified in the original contract unchanged,
the parties agreed to add the supply of monocrystalline 125 cells
A(DJ150):

      
        
          
            
              
                
                  	
                          Subject

                        	
                          Scope
      of conversion efficiency

                        	
                          Unit
      price

                        
	
                          Monocrystalline
      125 cells A(DJ150)

                        	
                          16.75%-17.00%

                        	
                          9.3
      RMB/W

                        
	
                          Monocrystalline
      125 cells A(DJ150)

                        	
                          17.25%

                        	
                          10.3
      RMB/W

                        


                

              

            

          

        

      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      Table 2

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	
                                                                          Subject

                                                                        	
                                                                          Specification
      and parameter

                                                                        	
                                                                          Quantity
      (MW)

                                                                           

                                                                        	
                                                                          Unit
      price (RMB/W)

                                                                           

                                                                        	
                                                                          Amount
      (RMB)

                                                                        
	
                                                                          Monocrystalline
      125 cells A (DJ165)

                                                                        	
                                                                          ≥17.00%

                                                                        	
                                                                          2.5
      MW

                                                                        	
                                                                          10.4

                                                                        	
                                                                          Around
      25,000,000

                                                                        
	
                                                                          Monocrystalline
      125 cells A (DJ165)

                                                                        	
                                                                          16.25%-16.75%

                                                                        	
                                                                          10

                                                                        
	
                                                                          Monocrystalline
      125 cells A (DJ150)

                                                                        	
                                                                          ≥17.25%

                                                                        	
                                                                          10

                                                                        
	
                                                                          Monocrystalline
      125 cells A (DJ150)

                                                                        	
                                                                          17.00%

                                                                        	
                                                                          9.5

                                                                        
	
                                                                          Monocrystalline
      125 cells A (DJ150)

                                                                        	
                                                                          16.50%-16.75%

                                                                        	
                                                                          9.3

                                                                        
	
                                                                          Monocrystalline
      156 cells A

                                                                        	
                                                                          ≥17.25%

                                                                        	
                                                                          10.6

                                                                        
	
                                                                          Monocrystalline
      156 cells A

                                                                        	
                                                                          17.00%

                                                                        	
                                                                          10.2

                                                                        
	
                                                                          Monocrystalline
      156 cells A

                                                                        	
                                                                          16.25%-16.75%

                                                                        	
                                                                          10

                                                                        
	
                                                                          Polycrystalline
      156 cells A

                                                                        	
                                                                          ≥15.25%

                                                                        	
                                                                          10.3

                                                                        
	
                                                                          In
      total

                                                                        	
                                                                          2.5
      MW

                                                                        	 
      	
                                                                          Around
      25,000,000

                                                                        
	
                                                                          Total
      amount (in words): Around RMB twenty-five million

                                                                        
	
                                                                          Remark:
      the price includes 17% valued-added tax
(VAT)

                                                                        


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      As
supplemented by the supplementary contract numbered XS120090450-1 dated October
13, 2009:

      With the
total quantity as specified in the original contract unchanged, the parties
agreed to amend and add the supply of polycrystalline 156 cells A:

      
        
          	
                  Subject

                	
                  Scope
      of conversion efficiency

                	
                  Unit
      price

                
	
                  Polycrystalline
      156 cells A

                	
                  ≥15.25%

                	
                  10.45
      RMB/W

                
	
                  Polycrystalline
      156 cells A

                	
                  14.50%-15.00%

                	
                  9.8
      RMB/W

                


        

      

      


      Table 3

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Subject

                                      	
                                        Specification
      and parameter

                                      	
                                        Quantity
      (MW)

                                         

                                      	
                                        Unit
      price (RMB/W)

                                         

                                      	
                                        Amount
      (RMB)

                                      
	
                                        Monocrystalline
      125 cells A (DJ165)

                                      	
                                        ≥17.25%

                                      	
                                         

                                         

                                         

                                         

                                         

                                         

                                        2MW

                                      	
                                        10.5

                                      	
                                         

                                         

                                         

                                         

                                         

                                         

                                        Around
      22,000,000

                                      
	
                                        Monocrystalline
      125 cells A (DJ165)

                                      	
                                        ≤17.00%

                                      	
                                        10.3

                                      
	
                                        Monocrystalline
      125 cells A (DJ150)

                                      	
                                        ≥17.25%

                                      	
                                        10

                                      
	
                                        Monocrystalline
      125 cells A (DJ150)

                                      	
                                        17.00%

                                      	
                                        9.5

                                      
	
                                        Monocrystalline
      125 cells A (DJ150)

                                      	
                                        16.50%-16.75%

                                      	
                                        9.3

                                      
	
                                        Monocrystalline
      156 cells A

                                      	
                                        ≥17.25%

                                      	
                                        10.8

                                      
	
                                        Monocrystalline
      156 cells A

                                      	
                                        ≤17.00%

                                      	
                                        10.3

                                      
	
                                        Polycrystalline
      156 cells A

                                      	
                                        ≥15.25%

                                      	
                                        10.45

                                      
	
                                        Polycrystalline
      156 cells A

                                      	
                                        14.50%-15.00%

                                      	
                                        9.8

                                      
	
                                        In
      total

                                      	
                                        2MW

                                      	 
      	
                                        Around
      22,000,000

                                      
	
                                        Total
      amount (in words): Around RMB twenty-two million

                                      
	
                                        Remark:
      the price includes 17% valued-added tax (VAT)

                                        The
      price of A3 type shall be 1.5 RMB/W lower than the price of A type with
      the same specification and efficiency.

                                        The
      deficiency rate of A3 type opened and selected at the Seller’s site shall
      not exceed
8%.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      Table 4

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Subject

                                  	
                                    Specification
      and parameter

                                  	
                                    Quantity
      (MW)

                                     

                                  	
                                    Unit
      price (RMB/W)

                                     

                                  	
                                    Amount
      (RMB)

                                  
	
                                    Monocrystalline
      125 cells A (DJ165)

                                  	
                                    ≥17.25%

                                  	
                                     

                                     

                                     

                                     

                                     

                                     

                                    2MW

                                  	
                                    10.5

                                  	
                                     

                                     

                                     

                                     

                                     

                                     

                                    Around
      22,000,000

                                  
	
                                    Monocrystalline
      125 cells A (DJ165)

                                  	
                                    ≤17.00%

                                  	
                                    10.3

                                  
	
                                    Monocrystalline
      125 cells A (DJ150)

                                  	
                                    ≥17.25%

                                  	
                                    10

                                  
	
                                    Monocrystalline
      125 cells A (DJ150)

                                  	
                                    17.00%

                                  	
                                    9.5

                                  
	
                                    Monocrystalline
      125 cells A (DJ150)

                                  	
                                    16.50%-16.75%

                                  	
                                    9.3

                                  
	
                                    Monocrystalline
      156 cells A

                                  	
                                    ≥17.25%

                                  	
                                    10.8

                                  
	
                                    Monocrystalline
      156 cells A

                                  	
                                    ≤17.00%

                                  	
                                    10.3

                                  
	
                                    Polycrystalline
      156 cells A

                                  	
                                    ≥15.25%

                                  	
                                    10.45

                                  
	
                                    Polycrystalline
      156 cells A

                                  	
                                    14.50%-15.00%

                                  	
                                    9.8

                                  
	
                                    In
      total

                                  	
                                    2MW

                                  	 
      	
                                    Around
      22,000,000

                                  
	
                                    Total
      amount (in words): Around RMB twenty-two million

                                  
	
                                    Remark:
      the price includes 17% valued-added tax (VAT)

                                    The
      price of A3 type shall be 1.5 RMB/W lower than the price of A type with
      the same specification and efficiency.

                                    The
      deficiency rate of A3 type opened and selected at the Seller’s site shall
      not exceed
8%.

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      As
supplemented by the supplementary contract numbered XS120090501-1 dated November
2, 2009:

      With the
unit prices for all specifications as specified in the original contract
unchanged, the parties agreed to amend the total quantity to be supplied under
the original contract from 2MW to 2.5MW.


      
        
           


        

        
          6