Exhibit
4.65

      

    English Translation of
Chinese Language Document

    


    Sales
Contract

    


    Contract
No.: XS120090171

     

    Signing
Place: Jiangning District, Nanjing

    Signing
Date: 2009-04-24

    


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

                	 	
                  The
      Buyer: CEEG (Nanjing) New Energy Co., Ltd.

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

                	 	
                  Address:
      No.6 Shuige Road, Jiangning Economy and Technology Development Zone,
      Nanjing

                
	
                  Contact
      person: Jianhua Zou

                	 	
                  Contact
      person: Xulu Xia

                
	
                  Tel.:
      025-52766609

                	 	
                  Tel.:
      025-52095672

                
	
                  Fax:
      025-52766767

                	 	
                  Fax:
      025-52095672

                


        

      

    

    


    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
      content

              


      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  	
                                                                                                                          Target

                                                                                                                        	
                                                                                                                          Specification 

                                                                                                                        	
                                                                                                                          Specification and

                                                                                                                          parameter

                                                                                                                        	
                                                                                                                          Quantity

                                                                                                                          (MW) 

                                                                                                                        	
                                                                                                                          Unit price 

                                                                                                                          (Yuan / W)

                                                                                                                        	
                                                                                                                          Total amount

                                                                                                                          (RMB) 

                                                                                                                        
	
                                                                                                                          Solar
      cells 

                                                                                                                        	
                                                                                                                          Monocrystalline
      125

                                                                                                                        	
                                                                                                                          ≥17.00%

                                                                                                                        	 
      	
                                                                                                                          11.5

                                                                                                                        	 
      
	
                                                                                                                          (including  

                                                                                                                        	
                                                                                                                          Monocrystalline
      125

                                                                                                                        	
                                                                                                                          ≤16.75%

                                                                                                                        	 
      	
                                                                                                                          11

                                                                                                                        	
                                                                                                                          Around
      

                                                                                                                        
	
                                                                                                                          A,
      A2, A3)

                                                                                                                        	
                                                                                                                          Monocrystalline
      156

                                                                                                                        	
                                                                                                                          ≥16.00%

                                                                                                                        	
                                                                                                                          3MW

                                                                                                                        	
                                                                                                                          12.5

                                                                                                                        	34,500,000
	 
      	
                                                                                                                          Polycrystalline
      156

                                                                                                                        	
                                                                                                                          ≥15.00%

                                                                                                                        	 
      	
                                                                                                                          12

                                                                                                                        	 
      
	
                                                                                                                          Total:

                                                                                                                        	
                                                                                                                           

                                                                                                                        	 
      	
                                                                                                                          3MW

                                                                                                                        	 	
                                                                                                                          Around

                                                                                                                          34,500,000

                                                                                                                        


                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            	
                    Total
      amount (in words): Around RMB thirty-four million five hundred
      thousand

                  
	
                    Remark:
      the price includes 17% valued-added tax (VAT). The delivery quantity of A2
      and A3 shall not exceed 15% of the total
  quantity.

                  


          

        

      

    

    


    
      	
              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 working days upon receiving the delivery
notice 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 XS320090016).

    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.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Place
      and term of delivery

            


    

    4.1 Place
of delivery: the Buyer’s factory

    4.2 The
Seller shall be responsible for goods transportation.

    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 working 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.

    4.5 The
Seller shall provide the corresponding 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).  Appendix I shall not apply
to the off-specification cells hereunder.

    


    
      	
              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 quantity or quality
      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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
              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.

    


    
      	
              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 (Nanjing) New Energy Co., Ltd.

              
	
                Signature/seal:
      /s/

              	
                Signature/seal:
      /s/

              
	
                Date:

              	
                Date:

              


      

    

     

    
      
         


      

      
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